[10-Q] Tri Pointe Homes, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
TriSalus Life Sciences, Inc. (TLSI) filed an 8-K to report the successful completion of its exchange offer and related consent solicitation for its Series A Convertible Preferred Stock. The offer expired 23 Jul 2025; 3,551,502 preferred shares, or 98.82% of the class, were validly tendered. Holders will receive common shares equal to the sum of Liquidation Preference plus Accrued Dividends through 10 Aug 2027, divided by $4.00 per share. Settlement is targeted on or before 1 Aug 2025.
The overwhelming participation satisfied the required majority consent, allowing the company to adopt a Preferred Stock Amendment filed 24 Jul 2025 with the Delaware Secretary of State. The amendment authorizes TriSalus to mandatorily convert any remaining preferred shares after offer closing into common stock using the same exchange value, thereby eliminating the preferred class and its dividend obligations.
Key 8-K items invoked: 3.03 (material modification of rights), 5.03 (charter amendment), 5.07 (shareholder vote), 8.01 (other events). Exhibits include the amendment (3.1) and a press release (99.1) detailing final results.
TriSalus Life Sciences, Inc. (TLSI) ha depositato un modulo 8-K per comunicare il completamento con successo della sua offerta di scambio e della relativa richiesta di consenso per le sue Azioni Preferenziali Convertibili di Serie A. L'offerta è scaduta il 23 luglio 2025; 3.551.502 azioni privilegiate, pari al 98,82% della categoria, sono state validamente presentate. I titolari riceveranno azioni ordinarie pari alla somma della Preferenza di Liquidazione più i Dividendi Accumulati fino al 10 agosto 2027, divisa per 4,00 $ per azione. Il regolamento è previsto entro il 1° agosto 2025.
La partecipazione schiacciante ha soddisfatto il consenso maggioritario richiesto, permettendo all'azienda di adottare un Emendamento alle Azioni Preferenziali depositato il 24 luglio 2025 presso il Segretario di Stato del Delaware. L'emendamento autorizza TriSalus a convertire obbligatoriamente eventuali azioni privilegiate residue dopo la chiusura dell'offerta in azioni ordinarie utilizzando lo stesso valore di scambio, eliminando così la categoria privilegiata e i suoi obblighi di dividendo.
Elementi chiave del modulo 8-K richiamati: 3.03 (modifica materiale dei diritti), 5.03 (emendamento dello statuto), 5.07 (voto degli azionisti), 8.01 (altri eventi). Gli allegati includono l'emendamento (3.1) e un comunicato stampa (99.1) con i risultati finali.
TriSalus Life Sciences, Inc. (TLSI) presentó un formulario 8-K para informar la exitosa finalización de su oferta de intercambio y la solicitud de consentimiento relacionada para sus Acciones Preferentes Convertibles de la Serie A. La oferta venció el 23 de julio de 2025; 3,551,502 acciones preferentes, o el 98.82% de la clase, fueron válidamente entregadas. Los tenedores recibirán acciones ordinarias equivalentes a la suma de la Preferencia de Liquidación más los Dividendos Acumulados hasta el 10 de agosto de 2027, dividida por $4.00 por acción. El asentamiento está previsto para el 1 de agosto de 2025 o antes.
La participación abrumadora cumplió con el consentimiento mayoritario requerido, permitiendo a la empresa adoptar una Enmienda de Acciones Preferentes presentada el 24 de julio de 2025 ante el Secretario de Estado de Delaware. La enmienda autoriza a TriSalus a convertir obligatoriamente cualquier acción preferente restante después del cierre de la oferta en acciones ordinarias usando el mismo valor de intercambio, eliminando así la clase preferente y sus obligaciones de dividendos.
Elementos clave invocados en el 8-K: 3.03 (modificación material de derechos), 5.03 (enmienda del estatuto), 5.07 (votación de accionistas), 8.01 (otros eventos). Los anexos incluyen la enmienda (3.1) y un comunicado de prensa (99.1) con los resultados finales.
TriSalus Life Sciences, Inc. (TLSI)는 Series A 전환 우선주에 대한 교환 제안 및 관련 동의 요청의 성공적인 완료를 보고하기 위해 8-K를 제출했습니다. 제안은 2025년 7월 23일에 만료되었으며, 3,551,502주의 우선주, 즉 클래스의 98.82%가 유효하게 제출되었습니다. 보유자는 청산 우선권과 2027년 8월 10일까지 누적 배당금을 합산한 금액을 주당 4.00달러로 나눈 수량만큼 보통주를 받게 됩니다. 결제는 2025년 8월 1일 또는 그 이전에 목표로 하고 있습니다.
압도적인 참여율은 필요한 다수 동의를 충족시켜 회사가 2025년 7월 24일 델라웨어 주 국무장관에게 제출한 우선주 수정안을 채택할 수 있게 했습니다. 이 수정안은 TriSalus가 제안 종료 후 남아있는 우선주를 동일한 교환 가치로 보통주로 강제 전환할 수 있도록 허용하여 우선주 클래스와 배당 의무를 제거합니다.
주요 8-K 항목: 3.03 (권리의 중대한 변경), 5.03 (정관 수정), 5.07 (주주 투표), 8.01 (기타 사건). 부속 문서에는 수정안(3.1)과 최종 결과를 자세히 설명한 보도자료(99.1)가 포함되어 있습니다.
TriSalus Life Sciences, Inc. (TLSI) a déposé un formulaire 8-K pour annoncer la réussite de son offre d’échange et de la sollicitation de consentement associée concernant ses actions privilégiées convertibles de série A. L’offre a expiré le 23 juillet 2025 ; 3 551 502 actions privilégiées, soit 98,82 % de la catégorie, ont été valablement déposées. Les détenteurs recevront des actions ordinaires équivalentes à la somme de la préférence de liquidation plus les dividendes courus jusqu’au 10 août 2027, divisée par 4,00 $ par action. Le règlement est prévu au plus tard le 1er août 2025.
La participation écrasante a satisfait le consentement majoritaire requis, permettant à la société d’adopter un amendement des actions privilégiées déposé le 24 juillet 2025 auprès du secrétaire d’État du Delaware. Cet amendement autorise TriSalus à convertir obligatoirement toute action privilégiée restante après la clôture de l’offre en actions ordinaires en utilisant la même valeur d’échange, éliminant ainsi la catégorie privilégiée et ses obligations de dividendes.
Points clés du 8-K invoqués : 3.03 (modification substantielle des droits), 5.03 (amendement des statuts), 5.07 (vote des actionnaires), 8.01 (autres événements). Les annexes comprennent l’amendement (3.1) et un communiqué de presse (99.1) détaillant les résultats finaux.
TriSalus Life Sciences, Inc. (TLSI) reichte ein 8-K ein, um den erfolgreichen Abschluss ihres Umtauschangebots und der damit verbundenen Zustimmungseinholung für ihre Series A Wandelvorzugsaktien zu melden. Das Angebot lief am 23. Juli 2025 ab; 3.551.502 Vorzugsaktien, bzw. 98,82 % der Klasse, wurden gültig eingereicht. Die Inhaber erhalten Stammaktien in Höhe der Summe aus Liquidationspräferenz plus aufgelaufene Dividenden bis zum 10. August 2027, dividiert durch 4,00 $ pro Aktie. Die Abwicklung ist für den 1. August 2025 oder früher geplant.
Die überwältigende Teilnahme erfüllte die erforderliche Mehrheitszustimmung, wodurch das Unternehmen eine Änderung der Vorzugsaktien annehmen konnte, die am 24. Juli 2025 beim Staatssekretär von Delaware eingereicht wurde. Die Änderung berechtigt TriSalus, alle verbleibenden Vorzugsaktien nach Ablauf des Angebots zwingend in Stammaktien umzuwandeln, wobei derselbe Umtauschwert verwendet wird, wodurch die Vorzugsklasse und ihre Dividendenverpflichtungen entfallen.
Wesentliche 8-K-Punkte: 3.03 (wesentliche Rechteänderung), 5.03 (Satzungsänderung), 5.07 (Aktionärsabstimmung), 8.01 (sonstige Ereignisse). Anlagen umfassen die Änderung (3.1) und eine Pressemitteilung (99.1) mit den Endergebnissen.
Positive
- 98.82% of preferred shares tendered, showing strong investor support and minimizing holdout risk.
- Amendment enables forced conversion, allowing elimination of preferred dividend obligations and simplifying capital structure.
- No conditions remain aside from standard settlement procedures, with closing expected by 1 Aug 2025.
Negative
- Common share dilution will result from exchanging preferred at a fixed $4.00 reference price.
Insights
TL;DR: Nearly full tender clears path to eliminate preferred stock, reducing future dividend burden but increases common share count.
The 98.82% participation and charter amendment give TriSalus the legal right to force-convert the remaining Series A preferred shares. This should end the accumulating dividend (Liquidation Preference + accrued dividends), simplifying the capital structure and improving cash flow flexibility. However, converting roughly 3.6 million preferred shares at $4.00 exchange value will materially increase the common share base, diluting existing holders. Overall, the move trades dilution for removal of a costly security, generally viewed as balance-sheet positive for a growth-stage biotech.
TL;DR: Company obtained requisite majority consent, demonstrating strong holder alignment and clean execution.
Securing >98% tender exceeds the 50%+ consent threshold, reflecting effective solicitation strategy and stakeholder support. Filing the amendment on the same day shows disciplined governance. Forced conversion language protects dissenting holders by preserving economic equivalence. No litigation or dissent risks are indicated in the filing.
TriSalus Life Sciences, Inc. (TLSI) ha depositato un modulo 8-K per comunicare il completamento con successo della sua offerta di scambio e della relativa richiesta di consenso per le sue Azioni Preferenziali Convertibili di Serie A. L'offerta è scaduta il 23 luglio 2025; 3.551.502 azioni privilegiate, pari al 98,82% della categoria, sono state validamente presentate. I titolari riceveranno azioni ordinarie pari alla somma della Preferenza di Liquidazione più i Dividendi Accumulati fino al 10 agosto 2027, divisa per 4,00 $ per azione. Il regolamento è previsto entro il 1° agosto 2025.
La partecipazione schiacciante ha soddisfatto il consenso maggioritario richiesto, permettendo all'azienda di adottare un Emendamento alle Azioni Preferenziali depositato il 24 luglio 2025 presso il Segretario di Stato del Delaware. L'emendamento autorizza TriSalus a convertire obbligatoriamente eventuali azioni privilegiate residue dopo la chiusura dell'offerta in azioni ordinarie utilizzando lo stesso valore di scambio, eliminando così la categoria privilegiata e i suoi obblighi di dividendo.
Elementi chiave del modulo 8-K richiamati: 3.03 (modifica materiale dei diritti), 5.03 (emendamento dello statuto), 5.07 (voto degli azionisti), 8.01 (altri eventi). Gli allegati includono l'emendamento (3.1) e un comunicato stampa (99.1) con i risultati finali.
TriSalus Life Sciences, Inc. (TLSI) presentó un formulario 8-K para informar la exitosa finalización de su oferta de intercambio y la solicitud de consentimiento relacionada para sus Acciones Preferentes Convertibles de la Serie A. La oferta venció el 23 de julio de 2025; 3,551,502 acciones preferentes, o el 98.82% de la clase, fueron válidamente entregadas. Los tenedores recibirán acciones ordinarias equivalentes a la suma de la Preferencia de Liquidación más los Dividendos Acumulados hasta el 10 de agosto de 2027, dividida por $4.00 por acción. El asentamiento está previsto para el 1 de agosto de 2025 o antes.
La participación abrumadora cumplió con el consentimiento mayoritario requerido, permitiendo a la empresa adoptar una Enmienda de Acciones Preferentes presentada el 24 de julio de 2025 ante el Secretario de Estado de Delaware. La enmienda autoriza a TriSalus a convertir obligatoriamente cualquier acción preferente restante después del cierre de la oferta en acciones ordinarias usando el mismo valor de intercambio, eliminando así la clase preferente y sus obligaciones de dividendos.
Elementos clave invocados en el 8-K: 3.03 (modificación material de derechos), 5.03 (enmienda del estatuto), 5.07 (votación de accionistas), 8.01 (otros eventos). Los anexos incluyen la enmienda (3.1) y un comunicado de prensa (99.1) con los resultados finales.
TriSalus Life Sciences, Inc. (TLSI)는 Series A 전환 우선주에 대한 교환 제안 및 관련 동의 요청의 성공적인 완료를 보고하기 위해 8-K를 제출했습니다. 제안은 2025년 7월 23일에 만료되었으며, 3,551,502주의 우선주, 즉 클래스의 98.82%가 유효하게 제출되었습니다. 보유자는 청산 우선권과 2027년 8월 10일까지 누적 배당금을 합산한 금액을 주당 4.00달러로 나눈 수량만큼 보통주를 받게 됩니다. 결제는 2025년 8월 1일 또는 그 이전에 목표로 하고 있습니다.
압도적인 참여율은 필요한 다수 동의를 충족시켜 회사가 2025년 7월 24일 델라웨어 주 국무장관에게 제출한 우선주 수정안을 채택할 수 있게 했습니다. 이 수정안은 TriSalus가 제안 종료 후 남아있는 우선주를 동일한 교환 가치로 보통주로 강제 전환할 수 있도록 허용하여 우선주 클래스와 배당 의무를 제거합니다.
주요 8-K 항목: 3.03 (권리의 중대한 변경), 5.03 (정관 수정), 5.07 (주주 투표), 8.01 (기타 사건). 부속 문서에는 수정안(3.1)과 최종 결과를 자세히 설명한 보도자료(99.1)가 포함되어 있습니다.
TriSalus Life Sciences, Inc. (TLSI) a déposé un formulaire 8-K pour annoncer la réussite de son offre d’échange et de la sollicitation de consentement associée concernant ses actions privilégiées convertibles de série A. L’offre a expiré le 23 juillet 2025 ; 3 551 502 actions privilégiées, soit 98,82 % de la catégorie, ont été valablement déposées. Les détenteurs recevront des actions ordinaires équivalentes à la somme de la préférence de liquidation plus les dividendes courus jusqu’au 10 août 2027, divisée par 4,00 $ par action. Le règlement est prévu au plus tard le 1er août 2025.
La participation écrasante a satisfait le consentement majoritaire requis, permettant à la société d’adopter un amendement des actions privilégiées déposé le 24 juillet 2025 auprès du secrétaire d’État du Delaware. Cet amendement autorise TriSalus à convertir obligatoirement toute action privilégiée restante après la clôture de l’offre en actions ordinaires en utilisant la même valeur d’échange, éliminant ainsi la catégorie privilégiée et ses obligations de dividendes.
Points clés du 8-K invoqués : 3.03 (modification substantielle des droits), 5.03 (amendement des statuts), 5.07 (vote des actionnaires), 8.01 (autres événements). Les annexes comprennent l’amendement (3.1) et un communiqué de presse (99.1) détaillant les résultats finaux.
TriSalus Life Sciences, Inc. (TLSI) reichte ein 8-K ein, um den erfolgreichen Abschluss ihres Umtauschangebots und der damit verbundenen Zustimmungseinholung für ihre Series A Wandelvorzugsaktien zu melden. Das Angebot lief am 23. Juli 2025 ab; 3.551.502 Vorzugsaktien, bzw. 98,82 % der Klasse, wurden gültig eingereicht. Die Inhaber erhalten Stammaktien in Höhe der Summe aus Liquidationspräferenz plus aufgelaufene Dividenden bis zum 10. August 2027, dividiert durch 4,00 $ pro Aktie. Die Abwicklung ist für den 1. August 2025 oder früher geplant.
Die überwältigende Teilnahme erfüllte die erforderliche Mehrheitszustimmung, wodurch das Unternehmen eine Änderung der Vorzugsaktien annehmen konnte, die am 24. Juli 2025 beim Staatssekretär von Delaware eingereicht wurde. Die Änderung berechtigt TriSalus, alle verbleibenden Vorzugsaktien nach Ablauf des Angebots zwingend in Stammaktien umzuwandeln, wobei derselbe Umtauschwert verwendet wird, wodurch die Vorzugsklasse und ihre Dividendenverpflichtungen entfallen.
Wesentliche 8-K-Punkte: 3.03 (wesentliche Rechteänderung), 5.03 (Satzungsänderung), 5.07 (Aktionärsabstimmung), 8.01 (sonstige Ereignisse). Anlagen umfassen die Änderung (3.1) und eine Pressemitteilung (99.1) mit den Endergebnissen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________________________________________
FORM 10-Q
_____________________________________________________________________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 1-35796
_____________________________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________________________________________
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
_____________________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (775 ) 413-1030
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
____________________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
EXPLANATORY NOTE
As used in this quarterly report on Form 10-Q, references to “Tri Pointe”, “the Company”, “we”, “us”, or “our” (including in the consolidated financial statements and related notes thereto in this annual report on Form 10-Q) refer to Tri Pointe Homes, Inc., a Delaware corporation, and its consolidated subsidiaries.
TRI POINTE HOMES, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
June 30, 2025
| Page Number | ||||||||
PART I. FINANCIAL INFORMATION | ||||||||
| Item 1. | Financial Statements | 3 | ||||||
Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 3 | |||||||
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 4 | |||||||
Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited) | 5 | |||||||
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (unaudited) | 7 | |||||||
Notes to Consolidated Financial Statements (unaudited) | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 43 | ||||||
| Item 4. | Controls and Procedures | 43 | ||||||
Part II. OTHER INFORMATION | ||||||||
| Item 1. | Legal Proceedings | 44 | ||||||
| Item 1A. | Risk Factors | 44 | ||||||
| Item 2. | Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 44 | ||||||
| Item 5. | Other Information | 45 | ||||||
| Item 6. | Exhibits | 46 | ||||||
SIGNATURES | 47 | |||||||
- 2 -
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TRI POINTE HOMES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
| Real estate inventories | |||||||||||
| Investments in unconsolidated entities | |||||||||||
| Mortgage loans held for sale | |||||||||||
| Goodwill and other intangible assets, net | |||||||||||
| Deferred tax assets, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other liabilities | |||||||||||
| Loans payable | |||||||||||
| Senior notes, net | |||||||||||
| Mortgage repurchase facilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 13) | |||||||||||
| Equity | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | |||||||||||
Common stock, $ June 30, 2025 and December 31, 2024, respectively | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying condensed notes to the unaudited consolidated financial statements.
- 3 -
TRI POINTE HOMES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Homebuilding: | |||||||||||||||||||||||
| Home sales revenue | $ | $ | $ | $ | |||||||||||||||||||
| Land and lot sales revenue | |||||||||||||||||||||||
| Other operations revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of home sales | |||||||||||||||||||||||
| Cost of land and lot sales | |||||||||||||||||||||||
| Other operations expense | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Homebuilding income from operations | |||||||||||||||||||||||
| Equity in income of unconsolidated entities | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Homebuilding income before income taxes | |||||||||||||||||||||||
| Financial Services: | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Financial services income before income taxes | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Net loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
See accompanying condensed notes to the unaudited consolidated financial statements.
- 4 -
TRI POINTE HOMES, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
(in thousands, except share amounts)
| Number of Shares of Common Stock (Note 1) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Shares issued under share-based awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax withholding paid on behalf of employees for share-based awards | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share repurchases, including excise tax | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest in consolidated subsidiary | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Reclass the negative APIC to retained earnings | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Number of Shares of Common Stock (Note 1) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Shares issued under share-based awards | ( | — | — | — | |||||||||||||||||||||||||||||||||||||
| Tax withholding paid on behalf of employees for share-based awards | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share repurchases, including excise tax | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Noncontrolling interest in consolidated subsidiary | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Acquisition of joint venture minority interest | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Reclass the negative APIC to retained earnings | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Number of Shares of Common Stock (Note 1) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares issued under share-based awards | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Tax withholding paid on behalf of employees for share-based awards | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Reclass the negative APIC to retained earnings | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Number of Shares of Common Stock (Note 1) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total Stockholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Shares issued under share-based awards | — | — | |||||||||||||||||||||||||||||||||||||||
- 5 -
| Tax withholding paid on behalf of employees for share-based awards | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, net | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Acquisition of joint venture minority interest | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Reclass the negative APIC to retained earnings | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
See accompanying condensed notes to the unaudited consolidated financial statements.
- 6 -
TRI POINTE HOMES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Equity in income of unconsolidated entities, net | ( | ( | |||||||||
| Amortization of stock-based compensation | |||||||||||
| Charges for impairments and lot option abandonments | |||||||||||
| Fair value adjustment on mortgage loans held for sale | |||||||||||
| Gain on increase in carrying amount of investment | ( | ||||||||||
| Returns on investments in unconsolidated entities, net | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Real estate inventories | ( | ( | |||||||||
| Mortgage loans held for sale | ( | ||||||||||
| Receivables | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Proceeds from investment | |||||||||||
| Net investments in unconsolidated entities | ( | ( | |||||||||
| Distributions from unconsolidated entities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Borrowings from loans payable | |||||||||||
| Repayment of loans payable and senior notes | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Borrowings on mortgage repurchase facilities | |||||||||||
| Repayments on mortgage repurchase facilities | ( | ( | |||||||||
| Distributions to noncontrolling interests | ( | ||||||||||
| Proceeds from issuance of common stock under share-based awards | |||||||||||
| Tax withholding paid on behalf of employees for share-based awards | ( | ( | |||||||||
| Share repurchases, excluding excise tax | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents–beginning of period | |||||||||||
| Cash and cash equivalents–end of period | $ | $ | |||||||||
See accompanying condensed notes to the unaudited consolidated financial statements.
- 7 -
TRI POINTE HOMES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization, Basis of Presentation and Summary of Significant Accounting Policies
Organization
Tri Pointe is engaged in the design, construction and sale of innovative single-family attached and detached homes across twelve states, including Arizona, California, Colorado, Florida, Maryland, Nevada, North Carolina, South Carolina, Texas, Virginia, Utah and Washington, and the District of Columbia. In April 2024, we announced our expansion into the Coastal Carolinas region, which includes parts of South Carolina and Georgia. While we have an established presence in South Carolina, we have not yet commenced operations in Georgia as of June 30, 2025.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025 due to seasonal variations and other factors.
The consolidated financial statements include the accounts of Tri Pointe Homes and its wholly owned subsidiaries, as well as other entities in which Tri Pointe Homes has a controlling interest and variable interest entities (“VIEs”) in which Tri Pointe Homes is the primary beneficiary. The noncontrolling interests as of June 30, 2025 and December 31, 2024 represent the outside owners’ interests in the Company’s consolidated entities. All significant intercompany accounts have been eliminated upon consolidation.
Unless the context otherwise requires, the terms “Tri Pointe”, “the Company”, “we”, “us”, and “our” used herein refer to Tri Pointe Homes, Inc., a Delaware corporation, and its consolidated subsidiaries.
Reclassifications
Certain amounts for prior years have been reclassified to conform to the current period presentation.
Use of Estimates
The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates.
Cash and Cash Equivalents and Concentration of Credit Risk
We define cash and cash equivalents as cash on hand, demand deposits with financial institutions, and short-term liquid investments with a maturity date of less than three months from the date of acquisition, including U.S. Treasury bills and government money-mark funds with maturities of 90 days or less when purchased. The Company’s cash balances exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.
- 8 -
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Topic 606 (“ASC 606”), Revenue from Contracts with Customers. Under ASC 606, we apply the following steps to determine the timing and amount of revenue to recognize: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.
Home sales revenue
We generate the majority of our total revenues from home sales, which consists of our core business operation of building and delivering completed homes to homebuyers. Home sales revenue and related profit is generally recognized when title to and possession of the home are transferred to the homebuyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied in less than one year from the original contract date. Included in home sales revenue are forfeited deposits, which occur when homebuyers cancel home purchase contracts that include a nonrefundable deposit. Both revenue from forfeited deposits and deferred revenue resulting from uncompleted performance obligations existing at the time we deliver new homes to our homebuyers are immaterial.
Financial services revenues
Tri Pointe Solutions is a reportable segment and is comprised of our Tri Pointe Connect mortgage financing operations, Tri Pointe Assurance title and escrow services operations, and Tri Pointe Advantage property and casualty insurance agency operations.
Mortgage financing operations
Effective February 1, 2024, we acquired the minority equity interest in the joint venture, upon which Tri Pointe Connect became a wholly owned subsidiary of the Company. In connection with this transaction, Tri Pointe Connect expanded operations to include mortgage lending services to our homebuyers in all of the markets in which we operate and provide mortgage financing by utilizing funds made available pursuant to repurchase agreements with third party lenders and by utilizing our own funds. Tri Pointe Connect will retain the ability to act as a mortgage loan broker for our homebuyers that originate loans with third party lenders.
Revenues from mortgage financing operations primarily represent mortgage loan broker fees paid by third party lenders, fees earned on mortgage loan originations and the realized and unrealized gains and losses associated with the sales and changes in the fair value of mortgage loans held for sale. When we act as a mortgage loan broker and originate loans with third party lenders, mortgage loan broker fees and mortgage loan origination fees are recognized at the time the mortgage loans are funded. When we provide mortgage financing, we recognize fees on mortgage loan originations upon loan origination.
Mortgage loans held for sale
We intend to sell all of the loans we originate in the secondary market within a short period of time after origination. As of June 30, 2025, mortgage loans held for sale had an aggregate estimated fair value of $104.9 million and an aggregate outstanding principal balance of $104.6 million. For the three months ended June 30, 2025, we recorded an unrealized gain of $125,000 , and for the six months ended June 30, 2025, we recorded an unrealized loss of $215,000 . These amounts were included in Financial Services revenue and relate to the mortgage loans held for sale as of June 30, 2025.
Title and escrow services operations
Tri Pointe Assurance provides title examinations for our homebuyers in the Carolinas and Colorado and both title examinations and escrow services for our homebuyers in Arizona, the District of Columbia, Maryland, Nevada, Texas, Washington and Virginia. Tri Pointe Assurance is a wholly owned subsidiary of Tri Pointe and acts as a title agency for First American Title Insurance Company. Revenue from our title and escrow services operations is fully recognized at the time of the consummation of the home sales transaction, at which time no further performance obligations are left to be satisfied. Tri Pointe Assurance revenue is included in the Financial Services section of our consolidated statements of operations.
Property and casualty insurance agency operations
Tri Pointe Advantage is a wholly owned subsidiary of Tri Pointe and provides property and casualty insurance agency services that help facilitate the closing process in all of the markets in which we operate. The total consideration for these services, including renewal options, is estimated upon the issuance of the initial insurance policy, subject to constraint. Tri Pointe Advantage revenue is included in the Financial Services section of our consolidated statements of operations.
- 9 -
New Accounting Standards
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for us for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025. We adopted ASU 2023-07 in the fourth quarter of 2024 and we applied the amendments retrospectively to all prior periods presented in our consolidated financial statements. See Note 2, Segment Information in the Notes to the Consolidated Financial Statements.
In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 will become effective for our fiscal year ending December 31, 2025. We are currently evaluating the impact this new standard will have on our financial statement disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is effective for our annual report covering the fiscal year beginning January 1, 2027, and for interim periods beginning January 1, 2028. We are currently evaluating the impact this new standard will have on our financial statement disclosures.
2. Segment Information
We operate two principal businesses: homebuilding and financial services.
Tri Pointe Homes is engaged in the business of acquiring and developing land and constructing and selling single-family detached and attached homes. In accordance with ASC Topic 280, Segment Reporting, we have aggregated our geographical homebuilding segments under the aggregation criteria outlined. In determining the most appropriate reportable segments, we considered similar economic and other characteristics, including product types, average selling prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply. In addition, our determination of reporting segments considered how our chief operating decision maker evaluates operating performance and capital allocation. Based upon these factors and in consideration of the geographical layout of our homebuilding markets, we have identified three homebuilding reporting segments which are reported under the following hierarchy:
West region: Arizona, California, Nevada and Washington
Central region: Colorado, Texas and Utah
East region: District of Columbia, Florida, Maryland, North Carolina, South Carolina and Virginia
In April 2024, we announced our expansion into the Coastal Carolinas region, which includes parts of South Carolina and Georgia. While we have an established presence in South Carolina, we have not yet commenced operations in Georgia as of June 30, 2025.
Our Tri Pointe Solutions financial services operation is a reportable segment and is comprised of our Tri Pointe Connect mortgage financing operations, our Tri Pointe Assurance title and escrow services operations, and our Tri Pointe Advantage property and casualty insurance agency operations. These financial services businesses have been aggregated in accordance with the criteria outlined in ASC 280, considering their similar economic and operational characteristics. For further details, see Note 1, Organization and Summary of Significant Accounting Policies.
Corporate is a non-operating segment that develops and implements company-wide strategic initiatives and provides support to our homebuilding reporting segments by centralizing certain administrative functions, such as marketing, legal, accounting, treasury, insurance, internal audit and risk management, information technology and human resources, to benefit from economies of scale. Our Corporate non-operating segment also includes general and administrative expenses related to operating our corporate headquarters.
The reportable segments follow the same accounting policies used for our consolidated financial statements, as described in Note 1, Organization and Summary of Significant Accounting Policies. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.
- 10 -
Total revenues, significant expenses and income before income taxes for each of our reportable segments were as follows (in thousands):
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||
| West | Central | East | Homebuilding Operations | Financial Services | Corporate | Consolidated | |||||||||||||||||
| Home sales revenue | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Land and lot sales revenue | |||||||||||||||||||||||
| Other operations revenue | |||||||||||||||||||||||
| Financial services revenue | — | — | — | — | |||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of home sales | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Cost of land and lot sales | ( | ( | ( | ||||||||||||||||||||
| Other operations expense | ( | ( | ( | ||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| General and administrative | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Financial services expense | ( | ( | |||||||||||||||||||||
| Income from operations | ( | ||||||||||||||||||||||
| Equity in income (loss) of unconsolidated entities | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||
| West | Central | East | Homebuilding Operations | Financial Services | Corporate | Consolidated | |||||||||||||||||
| Home sales revenue | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Land and lot sales revenue | |||||||||||||||||||||||
| Other operations revenue | |||||||||||||||||||||||
| Financial services revenue | — | — | — | — | |||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of home sales | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Cost of land and lot sales | ( | ( | ( | ( | |||||||||||||||||||
| Other operations expense | ( | ( | ( | ||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| General and administrative | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Financial services expense | ( | ( | |||||||||||||||||||||
| Income from operations | ( | ||||||||||||||||||||||
| Equity in income (loss) of unconsolidated entities | ( | ( | |||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||
- 11 -
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||
| West | Central | East | Homebuilding Operations | Financial Services | Corporate | Consolidated | |||||||||||||||||
| Home sales revenue | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Land and lot sales revenue | |||||||||||||||||||||||
| Other operations revenue | |||||||||||||||||||||||
| Financial services revenue | — | — | — | — | |||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of home sales | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Cost of land and lot sales | ( | ( | ( | ( | |||||||||||||||||||
| Other operations expense | ( | ( | ( | ||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| General and administrative | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Financial services expense | ( | ( | |||||||||||||||||||||
| Income from operations | ( | ||||||||||||||||||||||
| Equity in income (loss) of unconsolidated entities | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||
| West | Central | East | Homebuilding Operations | Financial Services | Corporate | Consolidated | |||||||||||||||||
| Home sales revenue | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Land and lot sales revenue | |||||||||||||||||||||||
| Other operations revenue | |||||||||||||||||||||||
| Financial services revenue | — | — | — | — | |||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of home sales | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Cost of land and lot sales | ( | ( | ( | ( | |||||||||||||||||||
| Other operations expense | ( | ( | ( | ||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| General and administrative | ( | ( | ( | ( | ( | ( | |||||||||||||||||
| Financial services expense | ( | ( | |||||||||||||||||||||
| Income from operations | ( | ||||||||||||||||||||||
| Equity in income (loss) of unconsolidated entities | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||
- 12 -
Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Real estate inventories | |||||||||||
| West | $ | $ | |||||||||
| Central | |||||||||||
| East | |||||||||||
| Total | $ | $ | |||||||||
Total assets(1) | |||||||||||
| West | $ | $ | |||||||||
| Central | |||||||||||
| East | |||||||||||
| Corporate | |||||||||||
| Total homebuilding assets | |||||||||||
| Financial services | |||||||||||
| Total | $ | $ | |||||||||
__________
3. Earnings Per Share
The following table sets forth the components used in the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Effect of dilutive shares: | |||||||||||||||||||||||
| Stock options and unvested restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
| Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share | |||||||||||||||||||||||
4. Receivables
Receivables consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Escrow proceeds and other accounts receivable, net | $ | $ | |||||||||
| Warranty insurance receivable (Note 13) | |||||||||||
| Total receivables | $ | $ | |||||||||
- 13 -
Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables based on an expected credit loss approach. Receivables were net of allowances for doubtful accounts of $436,000
5. Real Estate Inventories
Real estate inventories consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Real estate inventories owned: | |||||||||||
| Homes completed or under construction | $ | $ | |||||||||
| Land under development | |||||||||||
| Land held for future development | |||||||||||
| Model homes | |||||||||||
| Total real estate inventories owned | |||||||||||
| Real estate inventories not owned: | |||||||||||
| Land purchase and land option deposits | |||||||||||
| Total real estate inventories not owned | |||||||||||
| Total real estate inventories | $ | $ | |||||||||
Homes completed or under construction is comprised of costs associated with homes in various stages of construction and includes direct construction and related land acquisition and land development costs. Land under development primarily consists of land acquisition and land development costs, which include capitalized interest and real estate taxes, associated with land undergoing improvement activity. Land held for future development principally reflects land acquisition and land development costs related to land where development activity has not yet begun or has been suspended, but is expected to occur in the future.
Real estate inventories not owned represents deposits related to land purchase and land and lot option agreements. For further details, see Note 7, Variable Interest Entities.
Interest incurred, capitalized and expensed were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest incurred | $ | $ | $ | $ | |||||||||||||||||||
| Interest capitalized | ( | ( | ( | ( | |||||||||||||||||||
| Interest expensed | $ | $ | $ | $ | |||||||||||||||||||
| Capitalized interest in beginning inventory | $ | $ | $ | $ | |||||||||||||||||||
| Interest capitalized as a cost of inventory | |||||||||||||||||||||||
Interest previously capitalized as a cost of inventory, included in cost of sales | ( | ( | ( | ( | |||||||||||||||||||
| Capitalized interest in ending inventory | $ | $ | $ | $ | |||||||||||||||||||
Interest is capitalized to real estate inventory during development and other qualifying activities. During all periods presented, we capitalized all interest incurred to real estate inventory in accordance with ASC Topic 835, Interest, as our qualified assets exceeded our debt. Interest that is capitalized to real estate inventory is included in cost of home sales or cost of land and lot sales as related units or lots are delivered. Interest that is expensed as incurred is included in other (expense) income, net.
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Real Estate Inventory Impairments and Land Option Abandonments
Real estate inventory impairments and land and lot option abandonments and pre-acquisition charges consisted of the following (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Real estate inventory impairments | $ | $ | $ | $ | |||||||||||||||||||
| Land and lot option abandonments and pre-acquisition charges | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Impairments of real estate inventory relate primarily to projects or communities that include homes completed or under construction. During the three and six months ended June 30, 2025, we recorded a real estate inventory impairment charge of $11.0 one 12 %. We considered both market risk and community-specific risk to arrive at a discount rate appropriate for the level of total risk associated with this community.There were no
In addition to owning land and residential lots, we also have option agreements to purchase land and lots at a future date. We have option deposits and capitalized pre-acquisition costs associated with the optioned land and lots. When the economics of a project no longer support acquisition of the land or lots under option, we may elect not to move forward with the acquisition. Option deposits and capitalized pre-acquisition costs associated with the assets under option may be forfeited at that time.
Real estate inventory impairments and land option abandonments are recorded in cost of home sales in the consolidated statements of operations.
6. Investments in Unconsolidated Entities
As of June 30, 2025, we held equity investments in sixteen active homebuilding partnerships or limited liability companies. Our participation in these entities may be as a developer, a builder, or an investment partner. Our ownership percentage varies from 8 % to 50 %, depending on the investment, with no controlling interest held in any of these homebuilding investments. In addition, we have one consolidated financial services joint venture in which we own an 80 % interest. This joint venture is included in our consolidated financial statements, and the noncontrolling interest is presented separately.
Aggregated assets, liabilities and equity of the entities we account for as equity-method investments are as follows (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash | $ | $ | |||||||||
| Receivables | |||||||||||
| Real estate inventories | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Debt obligations and other liabilities | $ | $ | |||||||||
| Company’s equity | |||||||||||
| Outside interests’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
Guarantees
The unconsolidated entities in which we hold an equity investment generally finance their activities with a combination of equity and secured project debt financing. We have, and in some cases our joint venture partner has, guaranteed portions of
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the loan obligations for some of the homebuilding partnerships or limited liability companies, which may include any or all of the following: (i) project completion; (ii) remargin obligations; and (iii) environmental indemnities.
In circumstances in which we have entered into joint and several guarantees with our joint venture partner, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guaranteed obligations. In the event our joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, or otherwise fails to satisfy its obligations thereunder, we may be responsible for more than our proportionate share of any obligations under such guarantees.
As of June 30, 2025 and December 31, 2024, we have not recorded any liabilities for these obligations and guarantees, as the fair value of the related joint venture real estate assets exceeded the threshold where a remargin payment would be required and no other obligations under the guarantees existed as of such time. At June 30, 2025 and December 31, 2024, aggregate outstanding debt for unconsolidated entities, included in the “Debt obligations and other liabilities” line of the aggregated assets, liabilities and equity shown in the table above, was $181.5 million and $185.8 million, respectively.
Aggregated results of operations from unconsolidated entities (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Other operating expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Company’s equity in income of unconsolidated entities | $ | $ | $ | $ | |||||||||||||||||||
7. Variable Interest Entities
Land and Lot Option Agreements
In the ordinary course of business, we enter into land and lot option agreements in order to procure land and residential lots for future development and the construction of homes. The use of such land and lot option agreements generally allows us to reduce the risks associated with direct land ownership and development, and reduces our capital and financial commitments. Pursuant to these land and lot option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. These deposits are recorded as land purchase and land option deposits under real estate inventories not owned on the accompanying consolidated balance sheets.
We analyze each of our land and lot option agreements and other similar contracts under the provisions of Accounting Standards Topic 810 (“ASC 810”), Consolidation to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE in our financial statements and reflect its assets as real estate inventory not owned included in our real estate inventories, its liabilities as debt (nonrecourse) held by VIEs in accrued expenses and other liabilities and the net equity of the VIE owners as noncontrolling interests on our consolidated balance sheets. In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE.
Creditors of the entities with which we have land and lot option agreements have no recourse against us. The maximum exposure to loss under our land and lot option agreements is generally limited to non-refundable option deposits and any capitalized pre-acquisition costs. In some cases, we have also contracted to complete development work at a fixed cost on
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behalf of the landowner and budget shortfalls and savings will be borne by us. Additionally, we have entered into land banking arrangements which require us to complete development work even if we terminate the option to procure land or lots.
The following provides a summary of our interests in land and lot option agreements (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Deposits | Remaining Purchase Price | Consolidated Inventory Held by VIEs | Deposits | Remaining Purchase Price | Consolidated Inventory Held by VIEs | ||||||||||||||||||||||||||||||
| Unconsolidated VIEs | $ | $ | N/A | $ | $ | N/A | |||||||||||||||||||||||||||||
| Other land option agreements | N/A | N/A | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Unconsolidated VIEs represent land option agreements that were not consolidated because we were not the primary beneficiary. Other land option agreements were not with VIEs.
In addition to the deposits presented in the table above, our exposure to loss related to our land and lot option contracts consisted of capitalized pre-acquisition costs of $10.5 million and $9.3 million as of June 30, 2025 and December 31, 2024, respectively. These pre-acquisition costs are included in real estate inventories as land under development on our consolidated balance sheets.
8. Goodwill and Other Intangible Assets
As of June 30, 2025 and December 31, 2024, $139.3 one 17.3
9. Other Assets
Other assets consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Refundable fees and other deposits | |||||||||||
| Development rights, held for future use or sale | |||||||||||
| Deferred loan costs—loans payable | |||||||||||
| Operating properties and equipment, net | |||||||||||
| Income tax receivable | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
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10. Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Accrued payroll and related costs | $ | $ | |||||||||
Warranty reserves (Note 13) | |||||||||||
| Estimated cost for completion of real estate inventories | |||||||||||
| Customer deposits | |||||||||||
| Accrued income taxes payable | |||||||||||
| Accrued interest | |||||||||||
| Other tax liability | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
11. Senior Notes, Loans Payable and Mortgage Repurchase Facilities
Senior Notes
The Company’s outstanding senior notes (together, the “Senior Notes”) consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| $ | $ | ||||||||||
| Deferred loan costs | ( | ( | |||||||||
| Total | $ | $ | |||||||||
In June 2020, Tri Pointe issued $350 million aggregate principal amount of 5.700 % Senior Notes due 2028 (the “2028 Notes”) at 100.00 % of their aggregate principal amount. Net proceeds of this issuance were $345.2 million, after debt issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and interest is paid semiannually in arrears on June 15 and December 15 of each year until maturity.
In June 2017, Tri Pointe issued $300 million aggregate principal amount of 5.250 % Senior Notes due 2027 (the “2027 Notes”) at 100.00 % of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1 of each year until maturity.
As of June 30, 2025 and December 31, 2024, there were $2.9 million and $3.5 million of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheet, related to the Senior Notes that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $2.1
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Loans Payable
The Company’s outstanding loans payable consisted of the following (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Term loan facility | $ | $ | |||||||||
| Seller financed loans | |||||||||||
| Total | $ | $ | |||||||||
On April 30, 2025, we entered into a Fifth Modification Agreement (the “Fifth Modification”) to our Second Amended and Restated Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”). The Fifth Modification, among other things, amends the Credit Agreement to (i) increase the maximum amount of the revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $750.0 million to $850.0 million, with the ability to increase the aggregate amount of the Revolving Facility up to $1.2 billion under certain circumstances, (ii) extend the maturity date of the Revolving Facility to April 30, 2030, (iii) permit three one-year extension requests for the maturity date of the Revolving Facility under certain circumstances, and (iv) modify certain financial covenants. The Credit Facility (as defined below), consists of a $850 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). The Term Facility matures on June 29, 2027 while the Revolving Facility matures on April 30, 2030. We may borrow under the Revolving Facility in the ordinary course of business to repay senior notes and fund our operations, including our land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates under the Revolving Facility will be based on the Secured Overnight Financing Rate (“SOFR”), plus a spread ranging from 1.25 % to 1.90 %, depending on the Company’s leverage ratio. Interest rates under the Term Facility will be based on SOFR, plus a spread ranging from 1.10 % to 1.85 %, depending on the Company’s leverage ratio.
As of June 30, 2025, we had no outstanding debt under the Revolving Facility and there was $785.7 million of availability after considering the borrowing base provisions and outstanding letters of credit. As of June 30, 2025, we had $250 million of outstanding debt under the Term Facility with an interest rate of 5.49 %. As of June 30, 2025, there were $7.1 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility. Accrued interest, including loan commitment fees, related to the Credit Facility was $1.5
At June 30, 2025 and December 31, 2024, we had outstanding letters of credit of $64.3 million and $55.6 million, respectively. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.
As of June 30, 2025 and December 31, 2024, we had $12.9 million and $21.0 million, respectively, outstanding related to two seller-financed loans as of June 30, 2025 and two seller-financed loans as of December 31, 2024. All seller-financed loans are to acquire lots for the construction of homes. Principal on these loans are expected to be fully paid by the end of fiscal year 2025, provided certain achievements are met. One of the seller-financed loans, representing $11.3 million of the total balance as of June 30, 2025 and $20.8 million of the balance as of December 31, 2024, accrues interest at an imputed interest rate of 4.50 1.6 million of the total balance as of June 30, 2025 and $150,000 as of December 31, 2024, respectively.
Interest Incurred
During the three months ended June 30, 2025 and 2024, we incurred interest of $20.4 million and $30.4 million, respectively, related to all debt and land banking arrangements. Included in interest incurred are amortization of deferred financing and Senior Note discount costs of $650,000 and $1.3 million for the three months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, the Company incurred interest of $41.7 million and $66.5 million, respectively, related to all debt and land banking arrangements and amortization of deferred financing and Senior Note discount costs of $1.3 million and $2.5 million, respectively. Accrued interest related to all outstanding debt at June 30, 2025 and December 31, 2024 was $4.8 million and $4.9 million, respectively.
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Mortgage Repurchase Facilities
As of June 30, 2025, Tri Pointe Connect had two active Master Repurchase Agreements totaling $200 million (“Repurchase Agreements”). The Repurchase Agreements contain various affirmative and negative covenants applicable to Tri Pointe Connect, including thresholds related to net worth, net income, liquidity, and profitability. As of June 30, 2025, Tri Pointe Connect had $99.0 million of outstanding debt related to the Repurchase Agreements at a weighted-average interest rate of 6.1 %, and $101.0 million of remaining capacity under the Repurchase Agreements. Tri Pointe Connect was in compliance with all covenants and requirements as of June 30, 2025.
The following table provides a summary of Tri Pointe Connect’s Repurchase Agreements as of June 30, 2025 ($ in thousands):
| Facility | Outstanding Balance | Facility Amount | Interest Rate | Expiration Date | Collateral (1) | ||||||||||||||||||||||||
| Warehouse A | $ | $ | Term SOFR + | 4/22/2026 | Mortgage Loans | ||||||||||||||||||||||||
| Warehouse B (2) | Term SOFR + | 7/30/2025 | Mortgage Loans | ||||||||||||||||||||||||||
| Warehouse B (2) | Term SOFR + | On Demand | Mortgage Loans | ||||||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||||||||
(1) Mortgage loans held for sale consist of single-family residential loans collateralized by the underlying property. Generally, all of the loans originated by us are sold in the secondary mortgage market within 30 days after origination. As of June 30, 2025, mortgage loans held for sale had an aggregate fair value of $104.9 million.
(2) Warehouse B is a $100 million facility, of which $50 million is committed and $50 million is uncommitted.
On April 23, 2025, we amended our Warehouse A facility to increase the total commitment by $20 million to $100 million and to extend the expiration date to April 22, 2026. On May 30, 2025, we amended our Warehouse B facility to extend its expiration date to July 30, 2025.
Covenant Requirements
The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.
Under the Credit Facility, the Company is required to comply with certain financial covenants, including those relating to consolidated tangible net worth, leverage, liquidity or interest coverage, and a spec unit inventory test. The Credit Facility also requires that at least 95.0 % of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.
The Company was in compliance with all applicable financial covenants as of June 30, 2025 and December 31, 2024.
12. Fair Value Disclosures
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines “fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:
•Level 1—Quoted prices for identical instruments in active markets
•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date
•Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date
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Fair Value of Financial Instruments
A summary of assets and liabilities at June 30, 2025 and December 31, 2024, related to our financial instruments, is set forth below (in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Hierarchy | Book Value | Fair Value | Book Value | Fair Value | |||||||||||||||||||||||||
Senior Notes(1) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Term loan(2) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Seller financed loans(3) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Mortgage loans held for sale(4) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
Mortgage repurchase facilities(5) | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
__________
(1)The book value of the Senior Notes excludes deferred loan costs of $2.9 million and $3.5 million as of June 30, 2025 and December 31, 2024, respectively. The estimated fair value of the Senior Notes at June 30, 2025 and December 31, 2024 is based on quoted market prices.
(2)The estimated fair value of the Term Loan Facility as of June 30, 2025 and December 31, 2024 approximated book value due to the variable interest rate terms of this loan.
(3)The estimated fair value of our seller financed loans as of June 30, 2025 and December 31, 2024 approximated book value due to the short term nature of these loans.
(4)The estimated fair value for mortgage loans held for sale are determined based on quoted market prices, and are measured at fair value on a recurring basis, with changes in fair value recognized in our consolidated statements of operations.
(5)The estimated fair value of our mortgage repurchase facilities approximated book value due to the short term nature of these maturities.
At June 30, 2025 and December 31, 2024, the carrying value of cash and cash equivalents and receivables approximated fair value due to their short-term nature.
Fair Value of Nonfinancial Assets
Nonfinancial assets include items such as real estate inventories and long-lived assets that are measured at fair value on a nonrecurring basis when events and circumstances indicating the carrying value is not recoverable. The following table presents impairment charges and the remaining net fair value for nonfinancial assets that were measured during the periods presented (in thousands):
| Six Months Ended June 30, 2025 | Year Ended December 31, 2024 | |||||||||||||||||||||||||||||||
| Hierarchy | Impairment Charge | Fair Value Net of Impairment | Impairment Charge | Fair Value Net of Impairment | ||||||||||||||||||||||||||||
Real estate inventories (1) | Level 3 | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1) Fair value of real estate inventories, net of impairment charges represents only those assets whose carrying values were adjusted to fair value in the respective periods presented,
The impairment charge recorded during the six months ended June 30, 2025 related to one community in the West Segment where the carrying value exceeded the fair value based on a discounted cash flow analysis. For further details, see Note 5, Real Estate Inventories.
13. Commitments and Contingencies
Legal Matters
Lawsuits, claims and proceedings have been and may be instituted or asserted against us in the normal course of business, including actions brought on behalf of various classes of claimants. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices, environmental protection and financial services. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.
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We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary. In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. Accordingly, it is possible that the ultimate outcome of any matter, if in excess of a related accrual or if no accrual was made, could be material to our financial statements. For matters as to which the Company believes a loss is probable and reasonably estimable, we had zero
Warranty
Warranty reserves are accrued as home deliveries occur. Our warranty reserves on homes delivered will vary based on product type and geographic area and also depending on state and local laws. The warranty reserve is included in accrued expenses and other liabilities on our consolidated balance sheets and represents expected future costs based on our historical experience over previous years. Estimated warranty costs are charged to cost of home sales in the period in which the related home sales revenue is recognized.
We maintain general liability insurance designed to protect us against a portion of our risk of loss from warranty and construction defect-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy.
Our warranty reserve and related estimated insurance recoveries are based on actuarial analysis that uses our historical claim and expense data, as well as industry data to estimate these overall costs and related recoveries. Key assumptions used in developing these estimates include claim frequencies, severities and resolution patterns, which can occur over an extended period of time. Our warranty reserve may also include an estimate of future fit and finish warranty claims to the extent not contemplated in the actuarial analysis. These estimates are subject to variability due to the length of time between the delivery of a home to a homebuyer and when a warranty or construction defect claim is made, and the ultimate resolution of such claim; uncertainties regarding such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or interpretations, among other factors. Due to the degree of judgment involved and the potential for variability in these underlying assumptions, our actual future costs could differ from those estimated. There can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with certain subcontractors.
We also record expected recoveries from insurance carriers based on actual insurance claims made and actuarially determined amounts that depend on various factors, including the above-described reserve estimates, our insurance policy coverage limits for the applicable policy years and historical recovery rates. Because of the inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from amounts currently estimated. Outstanding warranty insurance receivables was $64.4 million and $68.5 million as of June 30, 2025 and December 31, 2024, respectively. Warranty insurance receivables are recorded in receivables on the accompanying consolidated balance sheets.
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Warranty reserve activity consisted of the following (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Warranty reserves, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Warranty reserves accrued | |||||||||||||||||||||||
| Warranty expenditures | ( | ( | ( | ( | |||||||||||||||||||
| Warranty reserves, end of period | $ | $ | $ | $ | |||||||||||||||||||
Performance Bonds
We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. The beneficiaries of the bonds are various municipalities. As of June 30, 2025 and December 31, 2024, the Company had outstanding surety bonds totaling $639.2 million and $654.1 million, respectively. As of June 30, 2025 and December 31, 2024, our estimated cost to complete obligations related to these surety bonds was $472.5 million and $443.9 million, respectively.
Lease Obligations
Under ASC 842 we recognize a right-of-use lease asset and a lease liability for contracts deemed to contain a lease at the inception of the contract. Our lease population is fully comprised of operating leases, which are now recorded at the net present value of future lease obligations existing at each balance sheet date. At the inception of a lease, or if a lease is subsequently modified, we determine whether the lease is an operating or financing lease. Key estimates involved with ASC 842 include the discount rate used to measure our future lease obligations and the lease term, where considerations include renewal options and intent to renew. Lease right-of-use assets are included in other assets and lease liabilities are included in accrued expenses and other liabilities on our consolidated balance sheet.
Operating Leases
We lease certain property and equipment under non-cancelable operating leases. Office leases are for terms of up to ten years and generally provide renewal options. In most cases, we expect that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Equipment leases are typically for terms of to four years .
Ground Leases
In 1987, we obtained two 55 -year ground leases of commercial property that provided for three renewal options of ten years each and one 45 -year renewal option. We exercised the three 10-year extensions on one of these ground leases to extend the lease through 2071. The commercial buildings on these properties have been sold and the ground leases have been sublet to the buyers.
For one of these leases, we are responsible for making lease payments to the landowner, and we collect sublease payments from the buyers of the buildings. This ground lease has been subleased through 2041 to the buyers of the commercial buildings. For the second lease, the buyers of the buildings are responsible for making lease payments directly to the landowner, however, we have guaranteed the performance of the buyers/lessees. See below for additional information on leases (dollars in thousands):
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| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | ||||||||||||||||||||
| Lease Cost | |||||||||||||||||||||||
| Operating lease cost (included in SG&A expense) | $ | $ | $ | $ | |||||||||||||||||||
| Ground lease cost (included in other operations expense) | |||||||||||||||||||||||
| Sublease income, operating leases | |||||||||||||||||||||||
| Sublease income, ground leases (included in other operations revenue) | ( | ( | ( | ( | |||||||||||||||||||
| Net lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Other information | |||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating lease cash flows (included in operating cash flows) | $ | $ | $ | $ | |||||||||||||||||||
| Ground lease cash flows (included in operating cash flows) | $ | $ | $ | $ | |||||||||||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | $ | $ | |||||||||||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
| Ground leases | % | % | |||||||||
| Weighted-average remaining lease term (in years): | |||||||||||
| Operating leases | |||||||||||
| Ground leases | |||||||||||
The future minimum lease payments under our operating leases are as follows (in thousands):
| Property, Equipment and Other Leases | Ground Leases (1) | ||||||||||
| Remaining in 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
| Total lease payments | $ | $ | |||||||||
| Less: Interest | |||||||||||
| Present value of operating lease liabilities | $ | $ | |||||||||
__________
(1) Ground leases are fully subleased through 2041, representing $52.9 million of the $86.7 million future ground lease obligations.
14. Stock-Based Compensation
2022 Long-Term Incentive Plan
On April 20, 2022, our stockholders approved the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (the “2022 Plan”), which had been previously approved by our board of directors. The 2022 Plan replaced the Company’s prior stock compensation plan, the TRI Pointe Group, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”). The 2022 Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, restricted stock, restricted stock units, bonus stock and performance awards. The 2022 Plan will
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automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2022 Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation.
The number of shares of our common stock that may be issued under the 2022 Plan is 7,500,000 shares. No new awards have been or will be granted under the 2013 Plan from and after February 23, 2022. Any awards outstanding under the 2013 Plan will remain subject to and be paid under the 2013 Plan, and any shares subject to outstanding awards under the 2013 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2022 Plan.
To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2022 Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally will again be available under the 2022 Plan. However, the 2022 Plan prohibits us from re-using shares that are tendered or surrendered to pay the exercise cost or tax obligation for stock options and stock appreciation rights.
As of June 30, 2025, there were 4,781,991 shares available for future grant under the 2022 Plan.
The following table presents compensation expense recognized related to all stock-based awards (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
Stock-based compensation is charged to general and administrative expense on the accompanying consolidated statements of operations. As of June 30, 2025, total unrecognized stock-based compensation expense related to all stock-based awards was $53.5 million and the weighted average term over which the expense was expected to be recognized was 1.7 years.
Summary of Restricted Stock Unit Activity
The following table presents a summary of time-based and performance-based RSUs for the six months ended June 30, 2025:
| Restricted Stock Units | Weighted Average Grant Date Fair Value Per Share | ||||||||||
| Nonvested RSUs at December 31, 2024 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Nonvested RSUs at June 30, 2025 | $ | ||||||||||
On February 19, 2025, the Company granted an aggregate of 509,446 time-based RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on February 19, 2025 was measured using a price of $30.89 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.
On February 19, 2025, the Company granted an aggregate of 760,119 performance-based RSUs to the Company’s Chief Executive Officer, Chief Operating Officer and President, Chief Financial Officer, General Counsel, Executive Vice President and Chief Marketing Officer, Chief Human Resources Officer, and division presidents. These performance-based RSUs are allocated to two separate performance metrics, as follows: (i) 50 % to homebuilding revenue of the applicable Company division, and (ii) 50 % to pre-tax earnings of the applicable Company division. The vesting, if at all, of these performance-based RSUs may range from 0 % to 100 % and will be based on the applicable Company division’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2025 to December 31, 2027. The fair value of these performance-based RSUs was measured using a price of $30.89 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.
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On May 5, 2025, the Company granted an aggregate of 27,820 time-based RSUs to the non-employee members of its board of directors. The RSUs granted to the non-employee directors vest in their entirety on the day immediately prior to the Company’s 2026 annual meeting of stockholders. The fair value of each RSU granted on May 5, 2025 was measured using a price of $31.45 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.
For the six months ended June 30, 2025, the Company granted an aggregate of 1,324 time-based RSUs to certain employees not described above. The RSUs granted vest in equal installments annually beginning on anniversary of the grant date over a three-year period. The fair value of the RSUs granted were measured using the closing stock prices on the applicable date of each grant. Each award will be expensed on a straight-line basis over the vesting period
On February 21, 2024, the Company granted an aggregate of 430,887 time-based RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on February 21, 2024 was measured using a price of $35.51 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.
On February 21, 2024, the Company granted an aggregate of 656,844 performance-based RSUs to the Company’s Chief Executive Officer, Chief Operating Officer and President, Chief Financial Officer, General Counsel, Chief Marketing Officer, Chief Human Resources Officer and division presidents. These performance-based RSUs are allocated to two separate performance metrics, as follows: (i) 50 % to homebuilding revenue of the applicable Company division, and (ii) 50 % to pre-tax earnings of the applicable Company division. The vesting, if at all, of these performance-based RSUs may range from 0 % to 100 % and will be based on the applicable Company division’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2024 to December 31, 2026. The fair value of these performance-based RSUs was measured using a price of $35.51 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.
On April 29, 2024, the Company granted an aggregate of 21,835 time-based RSUs to the non-employee members of its board of directors. The RSUs granted to the non-employee directors vest in their entirety on the day immediately prior to the Company’s 2025 annual meeting of stockholders. The fair value of each RSU granted on April 24, 2024 was measured using a price of $37.78 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.
For the year ended December 31, 2024, the Company granted an aggregate of 17,082 time-based RSUs to certain employees not described above. The RSUs granted vest in equal installments annually beginning on anniversary of the grant date over a three-year period. The fair value of the RSUs granted were measured using the closing stock prices on the applicable date of each grant. Each award will be expensed on a straight-line basis over the vesting period.
As RSUs vest for employees, a portion of the shares awarded is generally withheld to cover employee tax withholdings. As a result, the number of RSUs vested and the number of shares of Tri Pointe common stock issued will differ.
15. Income Taxes
We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates for the years in which taxes are expected to be paid or recovered. Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives.
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We had net deferred tax assets of $46.0 3.4
Our provision for income taxes totaled $23.6 million and $41.2 million for the three months ended June 30, 2025 and 2024, respectively and $46.1 million and $72.8 million for the six months ended June 30, 2025 and 2024, respectively. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company did not have any uncertain tax positions recorded as of June 30, 2025 and December 31, 2024. The Company has not been assessed interest or penalties by any major tax jurisdictions related to prior years.
16. Supplemental Disclosure to Consolidated Statements of Cash Flows
The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid (capitalized), net | $ | ( | $ | ||||||||
| Income taxes paid, net | $ | $ | |||||||||
| Supplemental disclosures of noncash activities: | |||||||||||
| Increase in share repurchase excise tax accrual | $ | $ | |||||||||
| Amortization of senior note discount capitalized to real estate inventory | $ | $ | |||||||||
| Amortization of deferred loan costs capitalized to real estate inventory | $ | $ | |||||||||
| Increase in noncontrolling interests | $ | $ | — | ||||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on our current intentions, beliefs, expectations and predictions for the future, and you should not place undue reliance on these statements. These statements use forward-looking terminology, are based on various assumptions made by us, and may not be accurate because of risks and uncertainties surrounding the assumptions that are made.
Factors listed in this section—as well as other factors not included—may cause actual results to differ significantly from the forward-looking statements included in this Quarterly Report on Form 10-Q. There is no guarantee that any of the events anticipated by the forward-looking statements in this Quarterly Report on Form 10-Q will occur, or if any of the events occurs, there is no guarantee what effect it will have on our operations, financial condition, or share price.
We undertake no, and hereby disclaim any, obligation to update or revise any forward-looking statements, unless required by law. However, we reserve the right to make such updates or revisions from time to time by press release, periodic report, or other method of public disclosure without the need for specific reference to this Quarterly Report on Form 10-Q. No such update or revision shall be deemed to indicate that other statements not addressed by such update or revision remain correct or create an obligation to provide any other updates or revisions.
Forward-Looking Statements
Forward-looking statements that are included in this Quarterly Report on Form 10-Q are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or other words that convey the uncertainty of future events or outcomes. These forward-looking statements may include, but are not limited to, statements regarding our strategy, projections and estimates concerning the timing and success of specific projects and our future production, land and lot sales, the outcome of legal proceedings, the anticipated impact of natural disasters or contagious diseases on our operations, operational and financial results, including our estimates for growth, financial condition, sales prices, prospects and capital spending.
Risks, Uncertainties and Assumptions
The major risks and uncertainties—and assumptions that are made—that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:
•the effects of general economic conditions, including employment rates, housing starts, interest rate levels, home affordability, inflation, consumer sentiment, availability of financing for home mortgages and strength of the U.S. dollar;
•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;
•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such parcels;
•access to adequate capital on acceptable terms;
•geographic concentration of our operations;
•levels of competition;
•the successful execution of our internal performance plans, including restructuring and cost reduction initiatives;
•the prices and availability of supply chain inputs, including raw materials, labor and home components;
•oil and other energy prices;
•the effects of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries;
•the effects of weather, including the occurrence of drought conditions in parts of the western United States;
•the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;
•the risk of loss from acts of war, terrorism, civil unrest or public health emergencies, including outbreaks of contagious disease, such as COVID-19;
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•transportation costs;
•federal and state tax policies;
•the effects of land use, environment and other governmental laws and regulations;
•legal proceedings or disputes and the adequacy of reserves;
•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;
•changes in accounting principles;
•risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber-attack; and
•other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2024 and in other filings we make with the Securities and Exchange Commission (“SEC”).
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related condensed notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our securities. We urge investors to review and consider carefully the various disclosures made by us in this report and in our other reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent reports on Form 8-K, which discuss our business in greater detail. The section entitled “Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K, and similar disclosures in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Investors should carefully consider those risks, in addition to the information in this report and in our other filings with the SEC, before deciding to invest in, or maintain an investment in, our common stock.
Overview and Outlook
During the second quarter, the U.S. housing market remained challenged by continued policy and geopolitical uncertainty, which weighed on consumer confidence and led homebuyers to exhibit greater price sensitivity, extend decision timelines, and take a more measured approach to purchasing activity. In several markets, slowing job growth and rising inventory levels have contributed to a more tempered pricing environment. The near-term backdrop remains uneven, with continued and slower-than-expected seasonal demand in some regions.
Despite these headwinds, the long-term fundamentals supporting housing demand remain intact. A significant and growing cohort of Millennial and Gen Z households is entering prime homebuying years, and the persistent structural undersupply of housing continues to limit available inventory across much of the country. We believe these demographic and supply-side factors suggest a favorable multi-year outlook for the industry, even as the current cycle remains sensitive to macroeconomic and policy developments. While near-term conditions are expected to remain fluid, we believe the housing market is positioned to recover as broader economic visibility improves and consumer confidence stabilizes.
During the quarter, our new home deliveries were 1,326 and our average sales price was $664,000, leading to a 22% decrease in home sales revenue to $879.8 million. Our homebuilding gross margin of 20.8% was impacted by an impairment charge of $11 million. The decline in home sales revenue contributed to reduced operating leverage, resulting in sales and marketing and general and administrative (“SG&A”) expense as a percentage of home sales revenue increasing to 12.6%. Ultimately, net income available to common stockholders declined 49% to $60.7 million, and diluted earnings per share declined 46% to $0.68. These results reflect the impact of softer demand trends experienced in the second half of 2024 and into the first half of 2025, as well as the effect of the impairment charge on both net income and diluted earnings per share.
Net new home orders for the quarter were 1,131, on a monthly absorption rate of 2.5 orders per average selling community. Our backlog units and dollar value ended the quarter at 1,520 and $1.2 billion, respectively. With a homebuilding debt-to-capital ratio of 21.7% and a net homebuilding debt-to-net capital ratio of 8.0%, our strong balance sheet continues to provide the financial flexibility needed to support our growth initiatives, as we continue to invest to scale our existing markets and grow organically within our three new markets.
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Consolidated Financial Data (in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Homebuilding: | |||||||||||||||||||||||
| Home sales revenue | $ | 879,832 | $ | 1,133,008 | $ | 1,600,618 | $ | 2,051,361 | |||||||||||||||
| Land and lot sales revenue | 3,364 | 4,160 | 5,185 | 11,228 | |||||||||||||||||||
| Other operations revenue | 814 | 782 | 1,634 | 1,569 | |||||||||||||||||||
| Total revenues | 884,010 | 1,137,950 | 1,607,437 | 2,064,158 | |||||||||||||||||||
| Cost of home sales | 696,630 | 865,681 | 1,244,903 | 1,572,985 | |||||||||||||||||||
| Cost of land and lot sales | 3,253 | 3,841 | 4,994 | 9,598 | |||||||||||||||||||
| Other operations expense | 793 | 765 | 1,587 | 1,530 | |||||||||||||||||||
| Sales and marketing | 50,171 | 56,804 | 93,113 | 107,028 | |||||||||||||||||||
| General and administrative | 60,803 | 67,747 | 118,478 | 119,075 | |||||||||||||||||||
| Homebuilding income from operations | 72,360 | 143,112 | 144,362 | 253,942 | |||||||||||||||||||
| Equity in income of unconsolidated entities | 471 | 99 | 966 | 156 | |||||||||||||||||||
| Other income, net | 7,174 | 9,934 | 16,303 | 25,160 | |||||||||||||||||||
| Homebuilding income before income taxes | 80,005 | 153,145 | 161,631 | 279,258 | |||||||||||||||||||
| Financial Services: | |||||||||||||||||||||||
| Revenues | 18,403 | 16,974 | 35,904 | 30,168 | |||||||||||||||||||
| Expenses | 14,058 | 10,890 | 26,675 | 19,617 | |||||||||||||||||||
| Financial services income before income taxes | 4,345 | 6,084 | 9,229 | 10,551 | |||||||||||||||||||
| Income before income taxes | 84,350 | 159,229 | 170,860 | 289,809 | |||||||||||||||||||
| Provision for income taxes | (23,640) | (41,227) | (46,133) | (72,811) | |||||||||||||||||||
| Net income | 60,710 | 118,002 | 124,727 | 216,998 | |||||||||||||||||||
| Net income attributable to noncontrolling interests | 38 | — | 57 | 59 | |||||||||||||||||||
| Net income available to common stockholders | $ | 60,748 | $ | 118,002 | $ | 124,784 | $ | 217,057 | |||||||||||||||
| Earnings per share | |||||||||||||||||||||||
| Basic | $ | 0.68 | $ | 1.25 | $ | 1.38 | $ | 2.29 | |||||||||||||||
| Diluted | $ | 0.68 | $ | 1.25 | $ | 1.38 | $ | 2.28 | |||||||||||||||
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by Segment
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | |||||||||||||||||||||||||||||||||||||||||||||
| West | 523 | 68.8 | 2.5 | 953 | 71.5 | 4.4 | (45) | % | (4) | % | (43) | % | |||||||||||||||||||||||||||||||||||||||||
| Central | 423 | 61.0 | 2.3 | 466 | 63.0 | 2.5 | (9) | % | (3) | % | (6) | % | |||||||||||||||||||||||||||||||||||||||||
| East | 185 | 20.0 | 3.1 | 232 | 18.0 | 4.3 | (20) | % | 11 | % | (28) | % | |||||||||||||||||||||||||||||||||||||||||
| Total | 1,131 | 149.8 | 2.5 | 1,651 | 152.5 | 3.6 | (31) | % | (2) | % | (30) | % | |||||||||||||||||||||||||||||||||||||||||
Net new home orders for the three months ended June 30, 2025 decreased by 520, or 31%, to 1,131, compared to 1,651 during the prior-year period. The decrease in net new home orders was due to a 30% decrease in monthly absorption rates and a 2% decrease in average selling communities. Order demand declined on a year-over-year basis, reflecting a more cautious consumer environment. The combination of broader macroeconomic uncertainty and evolving political developments contributed to a more tempered pace of consumer purchasing activity during the quarter. The decline was most pronounced in our West segment, with more moderate reductions in our Central and East segments. During the current quarter, we opened 17 new communities and closed out of 13 existing communities.
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Our West segment reported a 45% decrease in net new home orders due to a 43% decrease in monthly absorption rates and a 4% decrease in average selling communities. Each of our West markets reported a decline in orders during the current-year period, as absorption rates remain challenged and we continued to pursue margin preservation. Our Central segment reported a 9% decrease in net new home orders due to a 6% decrease in monthly absorption rates and a 3% decrease in average selling communities. All Central markets experienced lower year-over-year absorption rates. While Texas remains a key component of our operations, elevated inventory levels in both the resale and new home markets have moderated demand as the market works through a period of stabilization. Our East segment reported a 20% decrease in net new home orders due to a 28% decrease in monthly absorption rate, offset by an 11% increase in average selling communities. Despite the slowdown in absorption, we continue to actively engage buyers through targeted pricing strategies, mortgage financing solutions, and ongoing price discovery efforts. These tools have helped sustain traffic and maintain buyer interest, even amid a more cautious demand environment.
Backlog Units, Dollar Value and Average Sales Price by Segment (dollars in thousands)
| As of June 30, 2025 | As of June 30, 2024 | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Backlog Units | Backlog Dollar Value | Average Sales Price | Backlog Units | Backlog Dollar Value | Average Sales Price | Backlog Units | Backlog Dollar Value | Average Sales Price | |||||||||||||||||||||||||||||||||||||||||||||
| West | 813 | $ | 682,250 | $ | 839 | 1,540 | $ | 1,210,337 | $ | 786 | (47) | % | (44) | % | 7 | % | |||||||||||||||||||||||||||||||||||||
| Central | 450 | 271,975 | 604 | 740 | 447,084 | 604 | (39) | % | (39) | % | — | % | |||||||||||||||||||||||||||||||||||||||||
| East | 257 | 225,490 | 877 | 412 | 342,431 | 831 | (38) | % | (34) | % | 6 | % | |||||||||||||||||||||||||||||||||||||||||
| Total | 1,520 | $ | 1,179,715 | $ | 776 | 2,692 | $ | 1,999,852 | $ | 743 | (44) | % | (41) | % | 4 | % | |||||||||||||||||||||||||||||||||||||
Backlog units reflect the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a homebuyer but for which we have not yet delivered the home. Homes in backlog are generally delivered within seven to ten months from the time the sales contract is entered into, although we may experience cancellations of sales contracts prior to delivery. Our cancellation rate of homebuyers who contracted to buy a home but cancelled prior to delivery of the home (as a percentage of overall orders) was 13% and 9% during the three-month periods ended June 30, 2025 and 2024, respectively. The dollar value of backlog was $1.2 billion as of June 30, 2025 compared to $2.0 billion as of June 30, 2024. Backlog units were down 44% to 1,520, due primarily to the 35% lower backlog leading into the current year, along with the slower demand environment we experienced during the first half of this year. The average sales price in backlog increased 4% to $776,000 as of June 30, 2025, compared to $743,000 at June 30, 2024. This increase was driven by a combination of resilient home pricing in our markets and our premium lifestyle brand positioning, which continues to support price premiums and reinforce our value proposition.
Backlog dollar value in our West segment decreased 44% due to a 47% decrease in backlog units, offset by a 7% increase in average sales price. The decrease in backlog units was largely due to a 45% decrease in net new home orders for the current-year-to-date period, as demand during 2025 has been challenging as compared to a more robust prior-year period. In our Central segment, backlog dollar value decreased by 39%, driven by a 39% decline in backlog units and a flat average sales price. This reduction in backlog units was largely due to the 37% decrease in backlog units to start the current year. In our East segment, backlog dollar value decreased by 34%, driven by a 38% decline in backlog units, offset by a 6% increase in average sales price. The reduction in units was driven by a 20% decline in net new home orders coupled with a 39% decrease in backlog units to start the current year. The increase in average sales price was primarily due to a shift in market mix, as our DC Metro market comprised 62% of the East segment’s backlog as of June 30, 2025, compared to 49% as of the end of the prior-year period. The average sales price in backlog for DC Metro was just under $1.1 million as of June 30, 2025, which is significantly higher than our Charlotte and Raleigh markets.
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New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment (dollars in thousands)
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| New Homes Delivered | Home Sales Revenue | Average Sales Price | New Homes Delivered | Home Sales Revenue | Average Sales Price | New Homes Delivered | Home Sales Revenue | Average Sales Price | |||||||||||||||||||||||||||||||||||||||||||||
| West | 640 | $ | 470,305 | $ | 735 | 901 | $ | 674,391 | $ | 748 | (29) | % | (30) | % | (2) | % | |||||||||||||||||||||||||||||||||||||
| Central | 481 | 262,593 | 546 | 528 | 299,910 | 568 | (9) | % | (12) | % | (4) | % | |||||||||||||||||||||||||||||||||||||||||
| East | 205 | 146,934 | 717 | 271 | 158,707 | 586 | (24) | % | (7) | % | 22 | % | |||||||||||||||||||||||||||||||||||||||||
| Total | 1,326 | $ | 879,832 | $ | 664 | 1,700 | $ | 1,133,008 | $ | 666 | (22) | % | (22) | % | — | % | |||||||||||||||||||||||||||||||||||||
Home sales revenue decreased $253.2 million to $879.8 million for the three months ended June 30, 2025 compared to the prior-year period. The decrease was comprised of $249.1 million related to a 374-unit decrease in new homes delivered in the three months ended June 30, 2025, and a $2.7 million decrease related to a $2,000 decrease in average sales price for the three months ended June 30, 2025. We experienced softer order activity in the second half of 2024, which led to a 35% decrease in backlog units and a 28% decrease in backlog dollar value entering the current year compared to the prior year. The reduced backlog contributed to lower home deliveries and home sales revenue for the current quarter. However, our strategic shift toward a slightly higher spec mix partially offset this impact and contributed to a 1500-basis-point improvement in our backlog conversion rate for the period.
Home sales revenue in our West segment decreased 30% due to a 29% decrease in new homes delivered, while average sales price remained relatively flat. The decrease in deliveries reflects a lower backlog at the start of the current year compared to the prior year. Home sales revenue in our Central segment decreased 12% due to a 9% decrease in new homes delivered, while average sales price decreased by 4%. The decrease in new homes delivered was due to a decrease in backlog units to start the current year compared to the prior year, offset by an increase in our backlog conversion rate to 95% during the current-year period. Home sales revenue in our East segment decreased by 7% due to a 24% decrease in new homes delivered, offset by a 22% increase in average sales price. The decrease in deliveries reflects a lower backlog at the start of the current-year period compared to the prior year. The increase in average sales price was primarily due to a shift in the mix of homes delivered, with a higher concentration of deliveries in our DC Metro market, where the average sales price exceeded $1.1 million.
Homebuilding Gross Margins (dollars in thousands)
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | % | 2024 | % | ||||||||||||||||||||
| Home sales revenue | $ | 879,832 | 100.0 | % | $ | 1,133,008 | 100.0 | % | |||||||||||||||
| Cost of home sales | 696,630 | 79.2 | % | 865,681 | 76.4 | % | |||||||||||||||||
| Homebuilding gross margin | 183,202 | 20.8 | % | 267,327 | 23.6 | % | |||||||||||||||||
| Add: interest in cost of home sales | 25,578 | 2.9 | % | 38,994 | 3.4 | % | |||||||||||||||||
| Add: impairments and lot option abandonments | 13,096 | 1.5 | % | 968 | 0.1 | % | |||||||||||||||||
Adjusted homebuilding gross margin(1) | $ | 221,876 | 25.2 | % | $ | 307,289 | 27.1 | % | |||||||||||||||
| Homebuilding gross margin percentage | 20.8 | % | 23.6 | % | |||||||||||||||||||
Adjusted homebuilding gross margin percentage(1) | 25.2 | % | 27.1 | % | |||||||||||||||||||
__________
(1)Non-GAAP financial measure (as discussed below).
Our homebuilding gross margin percentage decreased to 20.8% for the three months ended June 30, 2025 compared to 23.6% for the prior-year period. The year-over-year decline was primarily driven by an $11.0 million land impairment charge in our West segment, which impacted gross margin by approximately 130 basis points. In addition, the current year margin reflects higher incentives, as we continue to adjust price and pace at the local market level to align with evolving demand dynamics. As affordability pressures persist, we continue to calibrate our pricing strategies, sales pace, and the use of incentives to support absorption while protecting returns. Excluding interest, impairments and lot option abandonments in cost of home sales, adjusted homebuilding gross margin percentage was 25.2% for the three months ended June 30, 2025 compared to 27.1% for the prior-year period.
Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage and noncash charges have on homebuilding gross margin and permits investors to make better
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comparisons with our competitors, who adjust gross margins in a similar fashion. Because adjusted homebuilding gross margin is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the most directly comparable GAAP measure.
Sales and Marketing, General and Administrative Expense (dollars in thousands)
| Three Months Ended June 30, | As a Percentage of Home Sales Revenue | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales and marketing | $ | 50,171 | $ | 56,804 | 5.7 | % | 5.0 | % | |||||||||||||||
| General and administrative (G&A) | 60,803 | 67,747 | 6.9 | % | 6.0 | % | |||||||||||||||||
| Total sales and marketing and G&A | $ | 110,974 | $ | 124,551 | 12.6 | % | 11.0 | % | |||||||||||||||
Total SG&A expense as a percentage of home sales revenue increased to 12.6% for the three months ended June 30, 2025, compared to 11.0% in the prior-year period. Total SG&A expense decreased $13.6 million to $111.0 million for the three months ended June 30, 2025 from $124.6 million in the prior-year period.
Sales and marketing expense as a percentage of home sales revenue increased to 5.7% for the three months ended June 30, 2025, compared to 5.0% for the prior-year period. This increase was largely due to lower home sales revenue, which negatively impacted our fixed cost leverage. Sales and marketing expense decreased to $50.2 million for the three months ended June 30, 2025 compared to $56.8 million for the prior-year period, largely driven by a decrease in broker commissions, along with internal commissions. Given that many components of sales and marketing expense bear a variable relationship to home sales revenue, which decreased by 22% compared to the prior-year period, such a decrease in absolute dollars is expected.
General and administrative (“G&A”) expense as a percentage of home sales revenue increased to 6.9% of home sales revenue for the three months ended June 30, 2025 compared to 6.0% for the prior-year period. This increase was due primarily to reduced leverage on our fixed components of G&A expenses, which is directly associated with the lower home sales revenue in the current-year period. G&A expense decreased to $60.8 million for the three months ended June 30, 2025 compared to $67.7 million for the prior-year period, largely driven by a decrease in incentive compensation-related costs.
Interest
Interest, which we incurred principally to finance land acquisitions, land development and home construction, totaled $20.4 million and $30.4 million for the three months ended June 30, 2025 and 2024, respectively. All interest incurred in both periods was capitalized.
Other Income, Net
Other income, net for the three months ended June 30, 2025 and 2024 was income of $7.2 million and $9.9 million, respectively. The decrease was primarily due to lower interest income stemming from fluctuations in our existing cash balances.
Income Tax
For the three months ended June 30, 2025, we recorded a tax provision of $23.6 million based on an effective tax rate of 28.0%. For the three months ended June 30, 2024, we recorded a tax provision of $41.2 million based on an effective tax rate of 25.9%.
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Financial Services Segment
Income before income taxes from our financial services operations increased to $4.3 million for the three months ended June 30, 2025 compared to $6.1 million for the prior-year period. The decrease was primarily driven by lower revenue, which is a variable component of our financial services operations.
The following table presents selected financial information for Tri Pointe Connect, our mortgage financing operations, excluding brokered loan originations (dollars in thousands):
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | ||||||||||
| Total Originations: | |||||||||||
| Loans | 772 | 148 | |||||||||
| Principal | $ | 408,688 | $ | 69,784 | |||||||
| Mortgage Loan Origination Product Mix: | |||||||||||
| Government (FHA, VA, USDA) | 19 | % | 4 | % | |||||||
| Other agency | 81 | % | 96 | % | |||||||
| Total agency | 100 | % | 100 | % | |||||||
| Loan Type: | |||||||||||
| Fixed rate | 100 | % | 99 | % | |||||||
| ARM | — | % | 1 | % | |||||||
| Credit Quality: | |||||||||||
| Average FICO score | 757 | 763 | |||||||||
| Other Data: | |||||||||||
| Average combined LTV ratio | 80 | % | 77 | % | |||||||
| Full documentation loans | 100 | % | 100 | % | |||||||
| Loans Sold to Third Parties: | |||||||||||
| Loans | 712 | 82 | |||||||||
| Principal | $ | 374,768 | $ | 38,092 | |||||||
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by Segment
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | Net New Home Orders | Average Selling Communities | Monthly Absorption Rates | |||||||||||||||||||||||||||||||||||||||||||||
| West | 1,167 | 67.8 | 2.9 | 1,983 | 72.3 | 4.6 | (41) | % | (6) | % | (37) | % | |||||||||||||||||||||||||||||||||||||||||
| Central | 836 | 60.6 | 2.3 | 996 | 63.1 | 2.6 | (16) | % | (4) | % | (12) | % | |||||||||||||||||||||||||||||||||||||||||
| East | 366 | 19.3 | 3.2 | 486 | 17.3 | 4.7 | (25) | % | 12 | % | (32) | % | |||||||||||||||||||||||||||||||||||||||||
| Total | 2,369 | 147.7 | 2.7 | 3,465 | 152.7 | 3.8 | (32) | % | (3) | % | (29) | % | |||||||||||||||||||||||||||||||||||||||||
Net new home orders for the six months ended June 30, 2025 decreased by 1,096, or 32%, to 2,369, compared to 3,465 during the prior-year period. The decrease in net new home orders was due to a 29% decrease in monthly absorption rates and a 3% decrease in average selling communities. Order demand declined on a year-over-year basis, reflecting a more cautious consumer environment. The combination of broader macroeconomic uncertainty and evolving political developments contributed to a more tempered pace of consumer purchasing activity during the quarter, as consumer confidence has been negatively impacted by reduced visibility into economic and policy conditions. For the six months ended June 30, 2025, we opened 35 new communities and closed out of 29 existing communities.
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Our West segment reported a 41% decrease in net new home orders due to a 37% decrease in monthly absorption rates and a 6% decrease in average selling communities. The decline in monthly absorption rates was experienced across all markets within the West segment, reflecting softer demand conditions and elongated sales cycles. The decrease in average selling communities was primarily attributable to moderated growth expectations in the West, which comprises many of our more mature markets that are now operating closer to optimal scale. Our Central segment reported a 16% decrease in net new home orders due to a 12% decrease in monthly absorption rates and a 4% decrease in average selling communities. While Texas continues to represent a key portion of our Central operations, elevated inventory levels in both the resale and new home markets have contributed to softer buyer demand, as the region continues to experience a period of market stabilization. Our East segment reported a 25% decrease in net new home orders due to a 32% decrease in monthly absorption rate, partially offset by a 12% increase in average selling communities. During the current-year period, we have opened 7 new communities while closing out of 3 existing communities within our East segment.
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Percentage Change | |||||||||||||||||||||||||||||||||||||||||||||||||||
| New Homes Delivered | Home Sales Revenue | Average Sales Price | New Homes Delivered | Home Sales Revenue | Average Sales Price | New Homes Delivered | Home Sales Revenue | Average Sales Price | |||||||||||||||||||||||||||||||||||||||||||||
| West | 1,161 | $ | 870,827 | $ | 750 | 1,621 | $ | 1,221,812 | $ | 754 | (28) | % | (29) | % | (1) | % | |||||||||||||||||||||||||||||||||||||
| Central | 858 | 473,115 | 551 | 1,010 | 572,449 | 567 | (15) | % | (17) | % | (3) | % | |||||||||||||||||||||||||||||||||||||||||
| East | 347 | 256,676 | 740 | 462 | 257,100 | 556 | (25) | % | — | % | 33 | % | |||||||||||||||||||||||||||||||||||||||||
| Total | 2,366 | $ | 1,600,618 | $ | 677 | 3,093 | $ | 2,051,361 | $ | 663 | (24) | % | (22) | % | 2 | % | |||||||||||||||||||||||||||||||||||||
Home sales revenue decreased $450.7 million to $1.6 billion for the three months ended June 30, 2025 compared to the prior-year period. The decrease was comprised of $492.2 million related to a 727-unit decrease in new homes delivered in the three months ended June 30, 2025, offset by a $43.3 million increase related to a $14,000 increase in average sales price for the three months ended June 30, 2025. We experienced softer order activity in the second half of 2024, which led to a 35% decrease in backlog units and a 28% decrease in backlog dollar value entering the current-year period compared to the prior year. The reduced backlog drove lower home deliveries and home sales revenue for the current-year period.
Home sales revenue in our West segment decreased 29% due to a 28% decrease in new homes delivered along with a 1% decrease in average sales price. The decrease in deliveries reflects the 31% lower backlog at the start of the current-year period compared to the prior year. Home sales revenue in our Central segment decreased 17% due to a 15% decrease in new homes delivered, while our average sales price remained relatively flat. The decrease in new homes delivered was due to a 37% decrease in backlog units to start the current-year period compared to the prior-year period, offset partially by higher backlog conversion rates in the current year, partly due to increased spec deliveries. Home sales revenue in our East segment was flat, comprised of a 33% increase in average sales price, offset by a 25% decrease in new homes delivered. The decrease in deliveries reflects a lower backlog at the start of the current-year period compared to the prior year. The increase in average sales price was primarily due to a shift in the mix of homes delivered, with a higher concentration of deliveries in our DC Metro market, where the average sales price was $1.1 million. The impact from this market mix shift and increased average sales price offset the decrease in new homes delivered, driving the flat home sales revenue.
Homebuilding Gross Margins (dollars in thousands)
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | % | 2024 | % | ||||||||||||||||||||
| Home sales revenue | $ | 1,600,618 | 100.0 | % | $ | 2,051,361 | 100.0 | % | |||||||||||||||
| Cost of home sales | 1,244,903 | 77.8 | % | 1,572,985 | 76.7 | % | |||||||||||||||||
| Homebuilding gross margin | 355,715 | 22.2 | % | 478,376 | 23.3 | % | |||||||||||||||||
| Add: interest in cost of home sales | 48,613 | 3.0 | % | 69,643 | 3.4 | % | |||||||||||||||||
| Add: impairments and lot option abandonments | 14,169 | 0.9 | % | 1,370 | 0.1 | % | |||||||||||||||||
Adjusted homebuilding gross margin(1) | $ | 418,497 | 26.1 | % | $ | 549,389 | 26.8 | % | |||||||||||||||
| Homebuilding gross margin percentage | 22.2 | % | 23.3 | % | |||||||||||||||||||
Adjusted homebuilding gross margin percentage(1) | 26.1 | % | 26.8 | % | |||||||||||||||||||
__________
(1)Non-GAAP financial measure (as discussed below).
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Our homebuilding gross margin percentage decreased to 22.2% for the six months ended June 30, 2025 compared to 23.3% for the prior-year period. The year-over-year decline was primarily driven by an $11.0 million land impairment charge in our West segment, which impacted gross margin by approximately 70 basis points. In addition, the current year margin reflects higher incentives, as we continue to adjust price and pace at the local market level to align with evolving demand dynamics. As affordability pressures persist, we continue to calibrate our pricing strategies, sales pace, and the use of incentives to support absorption while protecting returns. Excluding interest, impairments and lot option abandonments in cost of home sales, adjusted homebuilding gross margin percentage was 26.1% for the six months ended June 30, 2025 compared to 26.8% for the prior-year period.
Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage and noncash charges have on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. Because adjusted homebuilding gross margin is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the most directly comparable GAAP measure.
Sales and Marketing, General and Administrative Expense (dollars in thousands)
| Six Months Ended June 30, | As a Percentage of Home Sales Revenue | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sales and marketing | $ | 93,113 | $ | 107,028 | 5.8 | % | 5.2 | % | |||||||||||||||
| General and administrative (G&A) | 118,478 | 119,075 | 7.4 | % | 5.8 | % | |||||||||||||||||
| Total sales and marketing and G&A | $ | 211,591 | $ | 226,103 | 13.2 | % | 11.0 | % | |||||||||||||||
Total SG&A expense as a percentage of home sales revenue increased to 13.2% for the six months ended June 30, 2025, compared to 11.0% in the prior-year period. Total SG&A expense decreased $13.6 million to $211.6 million for the six months ended June 30, 2025 from $226.1 million in the prior-year period.
Sales and marketing expense as a percentage of home sales revenue increased to 5.8% for the six months ended June 30, 2025, compared to 5.2% for the prior-year period. This increase was largely due to lower home sales revenue, which negatively impacted our fixed cost leverage. Sales and marketing expense decreased to $93.1 million for the six months ended June 30, 2025 compared to $107.0 million for the prior-year period, largely driven by a decrease in broker commissions, along with internal commissions. Given that many components of sales and marketing expense bear a variable relationship to home sales revenue, which decreased by 22% compared to the prior-year period, such a decrease in absolute dollars is expected.
General and administrative (“G&A”) expense as a percentage of home sales revenue increased to 7.4% of home sales revenue for the six months ended June 30, 2025 compared to 5.8% for the prior-year period. This increase was due primarily to reduced leverage on our fixed components of G&A expenses, which is directly associated with the lower home sales revenue in the current-year period. G&A expense decreased to $118.5 million for the six months ended June 30, 2025 compared to $119.1 million for the prior-year period.
Interest
Interest, which we incurred principally to finance land acquisitions, land development and home construction, totaled $41.7 million and $66.5 million for the six months ended June 30, 2025 and 2024, respectively. All interest incurred in both periods was capitalized.
Other Income, Net
Other income, net for the six months ended June 30, 2025 and 2024 was income of $16.3 million and $25.2 million, respectively. The decrease was primarily due to lower interest income stemming from fluctuations in our existing cash balances. Additionally, the prior-year period included a one-time investment revaluation gain, which did not recur in the current-year period.
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Income Tax
For the six months ended June 30, 2025, we recorded a tax provision of $46.1 million based on an effective tax rate of 27.0%. For the six months ended June 30, 2024, we recorded a tax provision of $72.8 million based on an effective tax rate of 25.1%.
Financial Services Segment
Income before income taxes from our financial services operations decreased to $9.2 million for the six months ended June 30, 2025 compared to $10.6 million for the prior-year period.
The following table presents selected financial information for Tri Pointe Connect, our mortgage financing operations, excluding brokered loan originations (dollars in thousands):
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | ||||||||||
| Total Originations: | |||||||||||
| Loans | 1,292 | 148 | |||||||||
| Principal | $ | 682,488 | $ | 69,784 | |||||||
| Mortgage Loan Origination Product Mix: | |||||||||||
| Government (FHA, VA, USDA) | 17 | % | 4 | % | |||||||
| Other agency | 83 | % | 96 | % | |||||||
| Total agency | 100 | % | 100 | % | |||||||
| Loan Type: | |||||||||||
| Fixed rate | 100 | % | 99 | % | |||||||
| ARM | — | % | 1 | % | |||||||
| Credit Quality: | |||||||||||
| Average FICO score | 758 | 763 | |||||||||
| Other Data: | |||||||||||
| Average combined LTV ratio | 79 | % | 77 | % | |||||||
| Full documentation loans | 100 | % | 100 | % | |||||||
| Loans Sold to Third Parties: | |||||||||||
| Loans | 1,310 | 82 | |||||||||
| Principal | $ | 690,840 | $ | 38,092 | |||||||
Lots Owned or Controlled by Segment
Lots owned or controlled include our share of lots controlled by our unconsolidated land development joint ventures. Investments in joint ventures are described in Note 6, Investments in Unconsolidated Entities, of the notes to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. The table below summarizes our lots owned or controlled by segment as of the dates presented:
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| June 30, | Increase (Decrease) | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
| Lots Owned | |||||||||||||||||||||||
| West | 9,319 | 10,655 | (1,336) | (13) | % | ||||||||||||||||||
| Central | 5,410 | 5,585 | (175) | (3) | % | ||||||||||||||||||
| East | 1,794 | 1,584 | 210 | 13 | % | ||||||||||||||||||
| Total | 16,523 | 17,824 | (1,301) | (7) | % | ||||||||||||||||||
Lots Controlled(1) | |||||||||||||||||||||||
| West | 3,831 | 4,395 | (564) | (13) | % | ||||||||||||||||||
| Central | 9,222 | 7,120 | 2,102 | 30 | % | ||||||||||||||||||
| East | 4,449 | 4,698 | (249) | (5) | % | ||||||||||||||||||
| Total | 17,502 | 16,213 | 1,289 | 8 | % | ||||||||||||||||||
Total Lots Owned or Controlled(1) | 34,025 | 34,037 | (12) | — | % | ||||||||||||||||||
__________
(1)As of June 30, 2025 and 2024, lots controlled represented lots that were under land or lot option contracts or purchase contracts. As of June 30, 2025 and 2024, lots controlled for Central include 5,739 and 3,449 lots, respectively, and East include zero and 47 lots, respectively, which represent our expected share of lots owned by our unconsolidated land development joint ventures.
Liquidity and Capital Resources
Overview
Our principal uses of capital for the six months ended June 30, 2025 were operating expenses, land purchases, land development, home construction and repurchases of our common stock. We used funds generated by our operations to meet our short-term working capital requirements. We monitor financing requirements to evaluate potential financing sources, including bank credit facilities and note offerings. We also continue to monitor the credit markets as we remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and keep us poised for growth. As of June 30, 2025, we had total liquidity of $1.4 billion, including cash and cash equivalents of $622.6 million and $785.7 million of availability under our Credit Facility, as described below, after considering the borrowing base provisions and outstanding letters of credit.
Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the availability of particular assets, and our Company as a whole, to generate cash flow to cover the expected debt service.
Senior Notes
In June 2020, Tri Pointe issued $350 million aggregate principal amount of 5.700% Senior Notes due 2028 (the “2028 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $345.2 million, after debt issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and interest is paid semiannually in arrears on June 15 and December 15.
In June 2017, Tri Pointe issued $300 million aggregate principal amount of 5.250% Senior Notes due 2027 (the “2027 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1.
As of June 30, 2025 and December 31, 2024, there were $2.9 million and $3.5 million of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheet, related to the Senior Notes that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $2.1 million as of both June 30, 2025 and December 31, 2024, respectively.
Our outstanding senior notes (the “Senior Notes”) contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our
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assets. These limitations are subject to a number of qualifications and exceptions. As of June 30, 2025, we were in compliance with the covenants required by our Senior Notes.
Loans Payable
On April 30, 2025, we entered into a Fifth Modification Agreement (the “Fifth Modification”) to our Second Amended and Restated Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”). The Fifth Modification, among other things, amends the Credit Agreement to (i) increase the maximum amount of the revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $750.0 million to $850.0 million, with the ability to increase the aggregate amount of the Revolving Facility up to $1.2 billion under certain circumstances, (ii) extend the maturity date of the Revolving Facility to April 30, 2030, (iii) permit three one-year extension requests for the maturity date of the Revolving Facility under certain circumstances, and (iv) modify certain financial covenants. The Credit Facility (as defined below), consists of a $850 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). The Term Facility matures on June 29, 2027 while the Revolving Facility matures on April 30, 2030. We may borrow under the Revolving Facility in the ordinary course of business to repay senior notes and fund our operations, including our land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates under the Revolving Facility will be based on the Secured Overnight Financing Rate (“SOFR”), plus a spread ranging from 1.25% to 1.90%, depending on the Company’s leverage ratio. Interest rates under the Term Facility will be based on SOFR, plus a spread ranging from 1.10% to 1.85%, depending on the Company’s leverage ratio.
As of June 30, 2025, we had no outstanding debt under the Revolving Facility and there was $785.7 million of availability after considering the borrowing base provisions and outstanding letters of credit. As of June 30, 2025, we had $250 million of outstanding debt under the Term Facility with an interest rate of 5.49%. As of June 30, 2025, there were $7.1 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility. Accrued interest, including loan commitment fees, related to the Credit Facility was $1.5 million as of both June 30, 2025 and December 31, 2024, respectively.
At June 30, 2025 and December 31, 2024, we had outstanding letters of credit of $64.3 million and $55.6 million, respectively. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.
As of June 30, 2025 and December 31, 2024, we had $12.9 million and $21.0 million, respectively, outstanding related to two seller-financed loans as of March 31, 2025 and two seller-financed loans as of December 31, 2024. All seller-financed loans are to acquire lots for the construction of homes. Principal on these loans are expected to be fully paid by the end of fiscal year 2025, provided certain achievements are met. One of the seller-financed loans, representing $11.3 million of the total balance as of June 30, 2025 and $20.8 million of the balance as of December 31, 2024, accrues interest at an imputed interest rate of 4.50% per annum. The remaining seller-financed loans represented $1.6 million of the total balance as of June 30, 2025 and $150,000 as of December 31, 2024, respectively.
Under the Credit Facility, we are required to comply with certain financial covenants, including, but not limited to, those set forth in the table below (dollars in thousands):
| Actual at June 30, | Covenant Requirement at June 30, | ||||||||||
| Financial Covenants | 2025 | 2025 | |||||||||
| Consolidated Tangible Net Worth | $ | 3,129,427 | $ | 2,285,214 | |||||||
| (Not less than $2.22 billion plus 50% of net income and 50% of the net proceeds from equity offerings after December 31, 2024) | |||||||||||
| Leverage Test | 10.0 | % | ≤60% | ||||||||
| (Not to exceed 60%) | |||||||||||
| Interest Coverage Test | 7.7 | ≥1.5 | |||||||||
| (Not less than 1.5:1.0) | |||||||||||
The Credit Facility further requires that at least 95.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.
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As of June 30, 2025, we were in compliance with all of these financial covenants.
Stock Repurchase Program
On December 18, 2024, we announced the approval of the 2025 Repurchase Program, which replaced the stock repurchase program that the Board of Directors authorized in December 2023 (the “Repurchase Program”). The Repurchase Program authorizes the repurchase of up to $250 million of common stock through December 31, 2025. Purchases of common stock pursuant to the Repurchase Program may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. We are not obligated under the Repurchase Program to repurchase any specific number or amount of shares of common stock, and we may modify, suspend or discontinue the program at any time. Company management will determine the timing and amount of any repurchases in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions, legal requirements and applicable tax effects. During the three months ended June 30, 2025, we repurchased and retired an aggregate of 3,187,982 shares of our common stock under the Repurchase Program for $100.0 million, excluding commissions. For the six months ended June 30, 2025, we repurchased and retired an aggregate of 5,458,694 shares of our common stock under the Repurchase Program for $175.0 million, excluding commissions.
On July 23, 2025, our board of directors authorized the repurchase of up to an additional $50 million of common stock pursuant to the Repurchase Program, increasing the aggregate value of shares of common stock authorized to be repurchased under the Repurchase Program from $250 million to $300 million.
Leverage Ratios
We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. The ratio of homebuilding debt-to-capital and the ratio of net homebuilding debt-to-net capital are calculated as follows (dollars in thousands):
| June 30, 2025 | December 31, 2024 | ||||||||||
| Loans payable | $ | 262,921 | $ | 270,970 | |||||||
| Senior notes | 647,053 | 646,534 | |||||||||
| Mortgage repurchase facilities | 99,022 | 104,098 | |||||||||
| Total debt | 1,008,996 | 1,021,602 | |||||||||
| Less: mortgage repurchase facilities | (99,022) | (104,098) | |||||||||
| Total homebuilding debt | 909,974 | 917,504 | |||||||||
| Stockholders’ equity | 3,289,961 | 3,335,710 | |||||||||
| Total capital | $ | 4,199,935 | $ | 4,253,214 | |||||||
| Ratio of homebuilding debt-to-capital(1) | 21.7 | % | 21.6 | % | |||||||
| Total homebuilding debt | $ | 909,974 | $ | 917,504 | |||||||
| Less: Cash and cash equivalents | (622,642) | (970,045) | |||||||||
| Net homebuilding debt | 287,332 | (52,541) | |||||||||
| Stockholders’ equity | 3,289,961 | 3,335,710 | |||||||||
| Net capital | $ | 3,577,293 | $ | 3,283,169 | |||||||
| Ratio of net homebuilding debt-to-net capital(2) | 8.0 | % | (1.6) | % | |||||||
__________
(1)The ratio of homebuilding debt-to-capital is computed as the quotient obtained by dividing total homebuilding debt by the sum of total homebuilding debt plus stockholders’ equity.
(2)The ratio of net homebuilding debt-to-net capital is a non-GAAP financial measure and is computed as the quotient obtained by dividing net homebuilding debt (which is total homebuilding debt less cash and cash equivalents) by the sum of net homebuilding debt plus stockholders’ equity. The most directly comparable GAAP financial measure is the ratio of homebuilding debt-to-capital. We believe the ratio of net homebuilding debt-to-net capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. See the table above reconciling this non-GAAP financial measure to the ratio of homebuilding debt-to-capital. Because the ratio of net homebuilding debt-to-net capital is not calculated in accordance with GAAP, it
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may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.
Cash Flows—Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
For the six months ended June 30, 2025 as compared to the six months ended June 30, 2024:
•Net cash provided by operating activities decreased by $273.3 million to cash used of $105.4 million for the six months ended June 30, 2025 compared to $167.9 million of cash provided for the prior-year period. The decrease was driven by a $167.1 million decrease in cash provided by receivables, a $92.3 million decrease in net income, and a $32.5 million increase in cash used related to real estate inventories. Additional fluctuations were due to changes in accounts payable, accrued expenses and other liabilities, other assets, and mortgage loans held for sale.
•Net cash used in investing activities was $39.5 million for the six months ended June 30, 2025, compared to cash used of $15.4 million for the prior-year period. The year-over-year change was primarily attributable to a higher level of distributions from unconsolidated entities in the prior-year period, compared to lower distributions received during the current-year period.
•Net cash used in financing activities was $202.4 million for the six months ended June 30, 2025, compared to net cash used in financing activities of $528.5 million for the prior-year period. Net cash used in financing activities in the current-year period was primarily comprised of the $175.1 million of cash used for share repurchases, compared to $86.7 million during the prior-year period. The higher use of cash in the prior-year period was largely driven by the repayment of $450.0 million of senior notes.
Off-Balance Sheet Arrangements and Contractual Obligations
In the ordinary course of business, we enter into purchase contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development entitlements. We also utilize option contracts with land sellers and land banking arrangements as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. These option contracts and land banking arrangements generally require a non-refundable deposit for the right to acquire land and lots over a specified period of time at pre-determined prices. We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. In some cases, however, we may be contractually obligated to complete development work even if we terminate the option to procure land or lots. As of June 30, 2025, we had $212.2 million of cash deposits, the majority of which are non-refundable, pertaining to land and lot option contracts and purchase contracts with an aggregate remaining purchase price of $2.0 billion (net of deposits). See Note 7, Variable Interest Entities, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Our utilization of land and lot option contracts and land banking arrangements is dependent on, among other things, the availability of land sellers or land banking firms willing to enter into such arrangements, the availability of capital to finance the development of optioned land and lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.
As of June 30, 2025, we held equity investments in sixteen active homebuilding partnerships or limited liability companies. Our participation in these entities may be as a developer, a builder, or an investment partner. See Note 6, Investments in Unconsolidated Entities, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
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Supplemental Guarantor Financial Information
2027 Notes and 2028 Notes
On June 5, 2017, Tri Pointe issued the 2027 Notes and on June 10, 2020, Tri Pointe issued the 2028 Notes. All of Tri Pointe’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including Tri Pointe Homes Holdings, are party to supplemental indentures pursuant to which they jointly and severally guarantee Tri Pointe’s obligations with respect to these Notes. Each Guarantor of the 2027 Notes and the 2028 Notes is 100% owned by Tri Pointe, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2027 Notes and the 2028 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, Tri Pointe has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of Tri Pointe or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X.
A Guarantor of the 2027 Notes and the 2028 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by Tri Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into Tri Pointe or another Guarantor, with Tri Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of Tri Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2027 Notes or the 2028 Notes; (vi) Tri Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged.
Inflation
Inflation in the United States has persisted at a moderate level through the first half of 2025, although it has significantly improved from its peak in 2022. While the Federal Reserve’s interest rate hikes have helped curb inflation, prevailing inflation rates remain elevated as compared to their desired target, and the future path of Federal Reserve policy is uncertain. Additionally, emerging trade policy developments—including potential new or increased tariffs—may drive input costs higher and contribute to renewed inflation, potentially affecting construction costs, consumer behavior, and demand for new homes. Our operations can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher and more volatile mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers, as well as the confidence of our consumer base. While we attempt to pass on cost increases to customers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.
Seasonality
We have experienced seasonal variations in our quarterly operating results and capital requirements. We typically take orders for more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries in the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry. In addition to the overall volume of orders and deliveries, our operating results in a given quarter are significantly affected by the number and characteristics of our active selling communities; timing of new community openings; the timing of land and lot sales; and the mix of product types, geographic locations and average sales prices of the homes delivered during the quarter. Therefore, our operating results in any given quarter will fluctuate compared to prior periods based on these factors.
Critical Accounting Estimates
The preparation of our consolidated financial statements requires the use of judgment in the application of accounting policies and estimates of uncertain matters. There have been no significant changes to our critical accounting policies and estimates during the six months ended June 30, 2025 from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Standards
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See Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks related to fluctuations in interest rates on our outstanding debt. We did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the six months ended June 30, 2025. We did not enter into during the six months ended June 30, 2025, and currently do not hold, derivatives for trading or speculative purposes.
Item 4. Controls and Procedures
We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Our management, including our Principal Executive Officer and Principal Financial Officer, has evaluated our internal control over financial reporting to determine whether any change occurred during the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the three months ended June 30, 2025.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The information required with respect to this item can be found under Note 13, Commitments and Contingencies—Legal Matters, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q and is incorporated by reference into this Item 1.
Item 1A. Risk Factors
There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented and updated by our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. If any of the risks discussed in our Annual Report on Form 10-K, as supplemented and updated, occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose all or a part of your investment. Some statements in this Quarterly Report on Form 10-Q constitute forward-looking statements. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q entitled “Cautionary Note Concerning Forward-Looking Statements.”
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
On December 18, 2024, we announced the approval of a share repurchase program (the “Repurchase Program”), which replaced the stock repurchase program that the Board of Directors authorized in December 2023. The Repurchase Program authorizes the repurchase of up to $250 million of common stock through December 31, 2025. Purchases of common stock pursuant to the Repurchase Program may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. We are not obligated under the Repurchase Program to repurchase any specific number or amount of shares of common stock, and we may modify, suspend or discontinue the program at any time. Company management will determine the timing and amount of any repurchases in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions, legal requirements and applicable tax effects. During the three months ended June 30, 2025, we repurchased and retired an aggregate of 3,187,982 shares of our common stock under the Repurchase Program for $100.0 million, excluding commissions. For the six months ended June 30, 2025, we repurchased and retired an aggregate of 5,458,694 shares of our common stock under the Repurchase Program for $175.0 million, excluding commissions.
During the three months ended June 30, 2025, we repurchased and retired the following shares pursuant to our repurchase programs:
| Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Approximate dollar value of shares that may yet be purchased under the program | ||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | — | $ | — | — | $ | 175,000,005 | |||||||||||||||||
| May 1, 2025 to May 31, 2025 | 3,187,982 | $ | 31.37 | 3,187,982 | $ | 75,000,302 | |||||||||||||||||
| June 1, 2025 to June 30, 2025 | — | $ | — | — | $ | 75,000,302 | |||||||||||||||||
| Total | 3,187,982 | $ | 31.37 | 3,187,982 | |||||||||||||||||||
On July 23, 2025, our board of directors authorized the repurchase of up to an additional $50 million of common stock pursuant to the Repurchase Program, increasing the aggregate value of shares of common stock authorized to be repurchased under the Repurchase Program from $250 million to $300 million.
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Item 5. Other Information
(c) During the quarter ended June 30, 2025, no director or officer subject to Section 16 of the Exchange Act adopted terminated
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Item 6. Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed July 7, 2015)) | |||||||
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K (filed January 21, 2021)) | |||||||
| 3.3 | Amended and Restated Bylaws of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed October 19, 2023)) | |||||||
| 10.1 | Fifth Modification Agreement, dated as of April 30, 2025, among Tri Pointe Homes, Inc., U.S. Bank National Association, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed May 1, 2025)) | |||||||
| 22.1 | List of guarantor subsidiaries of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 22.1 to the Company’s Annual Report on Form 10-K (filed February 21, 2025)) | |||||||
| 31.1 | Chief Executive Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002 | |||||||
| 31.2 | Chief Financial Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.1 | Chief Executive Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002 | |||||||
| 32.2 | Chief Financial Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002 | |||||||
| 101 | The following materials from Tri Pointe Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Cash Flows, and (iv) Condensed Notes to Consolidated Financial Statement. | |||||||
| 104 | Cover page from Tri Pointe Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (and contained in Exhibit 101). | |||||||
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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, thereunto duly authorized.
| Tri Pointe Homes, Inc. | ||||||||
| Date: July 24, 2025 | By: | /s/ Douglas F. Bauer | ||||||
| Douglas F. Bauer | ||||||||
| Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| Date: July 24, 2025 | By: | /s/ Glenn J. Keeler | ||||||
| Glenn J. Keeler | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
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FAQ
How many TriSalus (TLSI) Series A preferred shares were tendered?
3,551,502 shares, representing approximately 98.82% of the outstanding class.
What do preferred holders receive in the TLSI exchange offer?
They receive common stock equal to the Liquidation Preference plus accrued dividends through 10 Aug 2027, divided by $4.00 per share.
Did TriSalus obtain the required consent to amend the Certificate of Designations?
Yes. The >50% consent threshold was met, allowing the Preferred Stock Amendment to be filed on 24 Jul 2025.
When will the exchange settle for TriSalus preferred holders?
The company expects to accept and settle validly tendered shares on or before 1 Aug 2025.
What impact does the amendment have on remaining preferred shares?
It permits TriSalus to mandatorily convert any untendered preferred stock into common shares on identical economic terms.
Tri Pointe Homes Inc
NYSE:TPH
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Jul 24, 2025
[8-K] Tri Pointe Homes, Inc. Reports Material Event
TPH Stock Data
3.19B
88.30M
2.69%
102.93%
3.27%
Residential Construction
Operative Builders
United States
INCLINE VILLAGE