DEBT
Total debt consists of the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, |
| | 2025 | | 2024 |
| | Principal | | Unamortized Debt Issuance (Costs)/ Premium | | Carrying Value | | Principal | | Unamortized Debt Issuance (Costs)/ Premium | | Carrying Value |
| | | | | | | | | | | |
5.875% Senior Notes due 2027 | $ | — | | | $ | — | | | $ | — | | | $ | 500,000 | | | $ | (1,890) | | | $ | 498,110 | |
6.625% Senior Notes due 2027(1) | — | | | — | | | — | | | 27,070 | | | 733 | | | 27,803 | |
5.75% Senior Notes due 2028 | 450,000 | | | (1,289) | | | 448,711 | | | 450,000 | | | (1,920) | | | 448,080 | |
5.125% Senior Notes due 2030 | 500,000 | | | (2,906) | | | 497,094 | | | 500,000 | | | (3,539) | | | 496,461 | |
5.75% Senior Notes due 2032 | 525,000 | | | (7,472) | | | 517,528 | | | — | | | — | | | — | |
| Senior Notes subtotal | $ | 1,475,000 | | | $ | (11,667) | | | $ | 1,463,333 | | | $ | 1,477,070 | | | $ | (6,616) | | | $ | 1,470,454 | |
| Loans payable and other borrowings | 745,169 | | | — | | | 745,169 | | | 475,569 | | | — | | | 475,569 | |
Revolving Credit Facility(2) | — | | | — | | | — | | | — | | | — | | | — | |
| Mortgage warehouse borrowings | 82,605 | | | — | | | 82,605 | | | 174,460 | | | — | | | 174,460 | |
| Total debt | $ | 2,302,774 | | | $ | (11,667) | | | $ | 2,291,107 | | | $ | 2,127,099 | | | $ | (6,616) | | | $ | 2,120,483 | |
(1)Unamortized debt issuance premium is reflective of fair value adjustments as a result of purchase accounting.
(2)Unamortized debt issuance costs are included in Prepaid expenses and other assets, net on the Consolidated balance sheets.
Senior Notes
All of our senior notes (the “Senior Notes”) described below and the related guarantees are senior unsecured obligations and are not subject to registration rights. The indentures governing our senior notes contain covenants that limit our ability to incur debt secured by liens and enter into certain sale and leaseback transactions and contain customary events of default. None of the indentures for the senior notes have financial maintenance covenants. As of December 31, 2025, we were in compliance with all of the covenants under the Senior Notes.
Issuance of 5.75% Senior Notes due 2032 and Tender Offer for and Redemption of the 5.875% Senior Notes due 2027 and Redemption of 6.625% Senior Notes due 2027
In the fourth quarter of 2025, we (i) completed a cash tender offer (“Tender Offer”) to purchase approximately $479.2 million principal amount of the 5.875% Senior Notes due 2027 issued by Taylor Morrison Communities, Inc. (“TM Communities”) (a wholly owned subsidiary of the Company) (the "2027 5.875% Senior Notes") and redeemed the remaining $20.8 million principal amount of the 2027 5.875% Senior Notes and (ii) fully redeemed all $1.63 million principal amount of the 6.625% Senior Notes due 2027 issued by William Lyon Homes, Inc. (an indirect wholly owned subsidiary of the Company) (the "2027 6.625% WLH Notes") and $25.44 million principal amount of the 6.625% Senior Notes due 2027 issued by TM Communities (the "2027 6.625% TM Communities Notes," and together with the 2027 6.625% WLH Notes, the "2027 6.625% Senior Notes"), , in each case, using net proceeds, together with cash on hand, from the issuance of $525.0 million aggregate principal amount of 5.75% Senior Notes due 2032 issued by TM Communities (the “2032 Senior Notes”).
For the 2027 6.625% Senior Notes, the redemption price was equal to 100.0% of the principal amount, plus accrued and unpaid interest to, but excluding the redemption date, November 10, 2025.
For the 2027 5.875% Senior Notes, (i) the purchase price in the Tender Offer was equal to approximately $1,023.07 per $1,000 principal amount of 2027 5.875% Senior Notes purchased in such Tender Offer, plus accrued and unpaid interest to, but excluding the settlement date, November 10, 2025 and (ii) the redemption price was equal to a “make-whole” price of approximately $1,021.98 per $1,000 principal amount of 2027 5.875% Senior Notes redeemed, plus accrued and unpaid interest to, but excluding the redemption date, December 2, 2025. As a result of the early redemption of these notes, we recorded a total net loss on extinguishment of debt of approximately $12.2 million in Loss on extinguishment of debt, net in the Consolidated Statement of Operations for the year ended December 31, 2025.
The 2032 Senior Notes mature on November 15, 2032. The Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The change of control provisions in the indenture governing the 2032 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.
Prior to May 15, 2032, the 2032 Senior Notes are redeemable at a price equal to 100.0% plus a "make-whole" premium for payments through May 15, 2032 (plus accrued interest and unpaid interest). Beginning on May 15, 2032, the 2032 Senior Notes are redeemable at par (plus accrued and unpaid interest).
5.75% Senior Notes due 2028
On August 1, 2019, TM Communities issued $450.0 million aggregate principal amount of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”), which mature on January 15, 2028. The 2028 Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The change of control provisions in the indenture governing the 2028 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.
Prior to October 15, 2027, the 2028 Senior Notes are redeemable at a price equal to 100% plus a “make-whole” premium for payments through October 15, 2027 (plus accrued and unpaid interest). Beginning on October 15, 2027, the 2028 Senior Notes are redeemable at par (plus accrued and unpaid interest).
5.125% Senior Notes due 2030
On July 22, 2020, TM Communities issued $500.0 million aggregate principal amount of 5.125% Senior Notes due 2030 (the “2030 Senior Notes"), which mature on August 1, 2030. The 2030 Senior Notes are guaranteed by the same Guarantors that guarantee our other Senior Notes. The change of control provisions in the indenture governing the 2030 Senior Notes are similar to those contained in the indentures governing our other Senior Notes.
Prior to February 1, 2030, the 2030 Senior Notes are redeemable at a price equal to 100.0% plus a “make-whole” premium for payments through February 1, 2030 (plus accrued and unpaid interest). Beginning on February 1, 2030, the 2030 Senior Notes are redeemable at par (plus accrued and unpaid interest).
Revolving Credit Facility
On December 22, 2025 we amended and restated our Revolving Credit Facility, resulting in a loss on extinguishment of debt due to the write-off of prepaid unamortized debt issuance costs. A total of $1.1 million of such costs was recorded to Loss on extinguishment of debt, net on the Consolidated statement of operations, for the year ended December 31, 2025. As of December 31, 2024, we had $2.0 million of unamortized debt issuance costs, which are included in Prepaid expenses and other assets, net, on the Consolidated balance sheets.
The amended and restated facility is a Revolving Credit Facility with commitments of and up to $1 Billion and with a maturity date of December 22, 2030 (the "Revolving Credit Facility"). We capitalized $5.2 million of debt issuance costs related to the amended facility, which are included in Prepaid expenses and other assets, net, on the Consolidated balance sheets.
As of December 31, 2025 and December 31, 2024, we had $72.1 million and $52.9 million, respectively, of utilized letters of credit, resulting in $927.9 million and $947.1 million, respectively, of availability. We had no outstanding borrowings as of December 31, 2025 and December 31, 2024.
The Revolving Credit Facility contains certain “springing” financial covenants, requiring us and our subsidiaries to comply with a maximum debt to capitalization ratio of not more than 0.60 to 1.00 and a minimum consolidated tangible net worth level, currently of at least (i) approximately $4.1 billion plus, (ii) 50% of cumulative consolidated net income for each complete fiscal quarter commencing after September 30, 2025, plus (ii) 50% of the cash proceeds of any equity issuance received by Taylor Morrison Home III since September 30, 2025 (subject to certain exceptions and rules set forth in the Revolving Credit Facility. The financial covenants would be in effect for any fiscal quarter during which (a) any loans under the Revolving Credit Facility are outstanding during the last day of such fiscal quarter or on more than five separate days during such fiscal quarter or (b) (i) undrawn letters of credit (except to the extent cash collateralized) issued under the Revolving Credit Facility in an aggregate amount greater than $40.0 million or (ii) unreimbursed letters of credit issued under the Revolving Credit Facility are outstanding on the last day of such fiscal quarter or for more than five consecutive days during such fiscal quarter.
The Revolving Credit Facility contains certain other covenants including, without limitation, limitations on incurrence of liens, the payment of dividends and other distributions, asset dispositions and investments in entities that are not guarantors, limitations on prepayment of subordinated indebtedness and limitations on fundamental changes. The Revolving Credit Facility contains customary events of default, subject to applicable grace periods, including, without limitation, for nonpayment of principal, interest or other amounts, violation of covenants (including financial covenants) breach of representations and warranties in any material respect, cross default and cross acceleration, bankruptcy, material monetary judgments, ERISA events with material adverse effect, invalidity of material guarantees and change of control.
As of December 31, 2025, we were in compliance with all of the covenants under the Revolving Credit Facility.
Mortgage Warehouse Borrowings
The following is a summary of our TMHF mortgage warehouse borrowings:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2025 |
| Facility | | Amount Drawn | | Facility Amount | | Interest Rate(1) | | Expiration Date | | Collateral(1) |
| | | | | | | | | | |
Warehouse B | | $ | — | | | $ | 60,000 | | | Term SOFR + 1.70% | | on demand | | Mortgage loans |
| Warehouse C | | 44,596 | | | 125,000 | | | Term SOFR + 1.50% | | on demand | | Mortgage loans |
| Warehouse D | | 14,552 | | | 125,000 | | | Daily SOFR + 1.50% | | September 2, 2026 | | Mortgage loans |
| Warehouse E | | 23,457 | | | 100,000 | | | Term SOFR + 1.60% | | on demand | | Mortgage loans |
| Total | | $ | 82,605 | | | $ | 410,000 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2024 |
| Facility | | Amount Drawn | | Facility Amount | | Interest Rate(1) | | Expiration Date | | Collateral(1) |
Warehouse A(2) | | $ | — | | | $ | — | | | Term SOFR + 1.70% | | on demand | | Mortgage loans |
Warehouse B(2) | | 2,123 | | | 60,000 | | | Term SOFR + 1.70% | | on demand | | Mortgage loans |
| Warehouse C | | 69,008 | | | 125,000 | | | Term SOFR + 1.50% | | on demand | | Mortgage loans |
| Warehouse D | | 60,176 | | | 125,000 | | | Daily SOFR + 1.50% | | September 3. 2025(3) | | Mortgage loans |
Warehouse E | | 43,153 | | | 100,000 | | | Term SOFR + 1.60% | | on demand | | Mortgage loans |
| Total | | $ | 174,460 | | | $ | 410,000 | | | | | | | |
(1)The mortgage warehouse borrowings outstanding as of December 31, 2025 and 2024, were collateralized by $132.5 million and $207.9 million, respectively, of Mortgage loans held for sale. "SOFR" refers to the Secured Overnight Financing Rate.
(2)During December 2024, Warehouse A's bank was purchased by Warehouse B's bank and created a new facility referred to as Warehouse B. As a result, there was no availability under Warehouse A as of December 31, 2024. Warehouse B has been relabeled and was labeled as Warehouse F in our 2024 Annual Report.
(3)On August 29, 2025, we extended the term of Warehouse D to September 2, 2026
Loans Payable and Other Borrowings
Loans payable and other borrowings as of December 31, 2025 and 2024 consist of project-level debt to various land sellers and financial institutions for specific communities. Project-level debt is generally secured by the land that was acquired and the principal payments generally coincide with corresponding project lot closings or a principal reduction schedule. These borrowings bear interest at rates that ranged from 0% to 11% at each of December 31, 2025 and December 31, 2024, respectively. We impute interest for loans with no stated interest rates.
Future Minimum Principal Payments on Total Debt
Principal maturities of total debt for the year ended December 31, 2025 are as follows (in thousands):
| | | | | |
| (Dollars in thousands) | Year Ended December 31, |
| 2026 | $ | 314,730 | |
| 2027 | 103,467 | |
| 2028 | 510,631 | |
| 2029 | 145,085 | |
| 2030 | 636,176 | |
| Thereafter | 592,685 | |
| Total debt | $ | 2,302,774 | |