[8-K] Tri Pointe Homes, Inc. Reports Material Event

Rhea-AI Filing Summary

Tri Pointe Homes amended its credit arrangement by entering a Sixth Modification that increases its term loan capacity from $250,000,000 to $450,000,000 and divides the term loan into two tranches. The modification creates an extended-maturity tranche (Term Facility Tranche A) with a stated maturity of September 29, 2027 and a non-extended tranche (Term Facility Tranche B) of $35.0 million that matures on June 29, 2027. Term Facility Tranche A also includes contractual rights to two one-year extension options under specified conditions. The filing incorporates the full Sixth Modification Agreement as an exhibit for the detailed terms.

Positive

• Term facility increased from $250,000,000 to $450,000,000, expanding committed borrowing capacity
• Creation of an extended-maturity tranche (Tranche A) with maturity moved to September 29, 2027, providing longer-dated funding
• Two one-year extension options for Tranche A offer potential additional maturity flexibility under specified conditions

Negative

• Tranche B of $35.0 million is non-extended and matures June 29, 2027, concentrating near-term repayment or refinancing need
• Material terms not disclosed in the summary (pricing, covenants, amortization, conditions for extensions) — full exhibit required to assess covenant and cost implications

Insights

Corporate Finance Specialist

TL;DR The amendment meaningfully enlarges committed term loan capacity and staggers maturities to provide near-term and extended funding flexibility.

The Sixth Modification increases the aggregate term facility to $450 million and bifurcates it into an extended tranche and a shorter tranche of $35.0 million. The extended tranche carries a stated maturity of September 29, 2027 and includes two one-year extension options subject to conditions, which can preserve longer-dated liquidity. The shorter tranche matures June 29, 2027, limiting extension for that portion. The exhibit should be reviewed for pricing, covenants, amortization, and extension conditions to assess covenant headroom and effective availability.

Credit Risk Analyst

TL;DR The modification materially increases committed borrowings and introduces staggered maturities, affecting refinance and rollover timing.

From a credit perspective, increasing the term facility to $450 million raises the company’s committed borrowing capacity and the split into Tranche A and Tranche B creates distinct refinancing timelines. Tranche B consists of $35.0 million maturing earlier and lacks the extended maturity, which concentrates some near-term repayment or refinancing need. The availability of two one-year extension options for Tranche A is positive for medium-term flexibility but depends on conditions detailed in the agreement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________________

FORM 8-K

_______________________________________________________________________________________ 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 18, 2025

_______________________________________________________________________________________

Tri Pointe Homes, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________

Delaware

1-35796

61-1763235

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (775) 413-1030

Not Applicable

(Former name or former address, if changed since last report.)

_______________________________________________________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TPH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01          Entry into a Material Definitive Agreement

On September 18, 2025, Tri Pointe Homes, Inc. (the “Company”) entered into a Sixth Modification Agreement (the “Modification”) to its Second Amended and Restated Credit Agreement, dated as of March 29, 2019 (as modified, supplemented or amended, the “Credit Agreement”), among the Company, U.S. Bank National Association, as administrative agent, and the lenders party thereto. The Modification, among other things, amends the Credit Agreement to (i) increase the term loan facility (the “Term Facility”) under the Credit Agreement from $250,000,000 to $450,000,000, (ii) split the Term Facility into an extended-maturity tranche (“Term Facility Tranche A”) and a non-extended tranche (“Term Facility Tranche B”), (iii) extend the maturity date applicable to Term Facility Tranche A to September 29, 2027 (whereas the maturity date applicable to Term Facility Tranche B, comprised of $35.0 million of commitments as of September 18, 2025, is June 29, 2027), and (iv) permit two one-year extension options for the maturity of Term Facility Tranche A under certain circumstances.

The foregoing description of the Modification is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.03          Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01     Financial Statements and Exhibits

(d)Exhibits

10.1          Sixth Modification Agreement, dated as of September 18, 2025, among Tri Pointe Homes, Inc., U.S. Bank National Association, and the lenders party thereto

104           Cover Page Interactive Data File, formatted in Inline XBRL

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Tri Pointe Homes, Inc.
September 19, 2025			By:			/s/ Glenn J. Keeler
						Glenn J. Keeler, Chief Financial Officer

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FAQ

What change to Tri Pointe Homes (TPH) credit facility was announced?

The company entered a Sixth Modification that increases the term facility from $250,000,000 to $450,000,000 and splits it into two tranches.

What are the maturities for the new tranches under TPH's amended credit agreement?

Term Facility Tranche A has a maturity of September 29, 2027 and Tranche B (consisting of $35.0 million) matures on June 29, 2027.

Does the modification include extension options for Tri Pointe Homes' debt?

Yes, Term Facility Tranche A permits two one-year extension options under certain circumstances.

Where can I find the detailed terms of the Sixth Modification for TPH?

The full Sixth Modification Agreement is filed as Exhibit 10.1 to the Current Report and is incorporated by reference in the filing.

How large is the non-extended tranche in the amended facility for TPH?

The non-extended tranche, Term Facility Tranche B, is $35.0 million as of the modification date.