Director at Tri Pointe Homes (NYSE: TPH) cashed out at $47 per share in merger

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. director Robert Kent Grahl reported dispositions of his equity as the company completed its merger with Sumitomo Forestry Co., Ltd. On May 14, 2026, each share of Tri Pointe common stock was automatically canceled and converted into the right to receive $47.00 in cash under the Agreement and Plan of Merger.

Grahl’s filing shows a disposition to the issuer of 3,734 shares of common stock underlying restricted stock units at a price of $0.00 per share and 27,367 shares of common stock at $47.00 per share. Footnotes explain that outstanding restricted stock units granted before February 2026 or held by non-employee directors were fully vested, canceled, and converted into the right to receive the same cash merger consideration.

Insights

Equity compensation & M&A specialist

Director equity was cashed out at $47 per share as the merger closed.

The filing shows Robert Kent Grahl, a director of Tri Pointe Homes, disposing of both common stock and restricted stock units as part of the completed merger with Sumitomo Forestry. Each common share was canceled and converted into the right to receive $47.00 in cash.

The D transaction code indicates dispositions to the issuer, not open‑market sales. RSUs granted before February 2026 or held by non‑employee directors became fully vested, then were canceled for the same $47.00 per‑share cash amount, standard treatment in a cash buyout.

Because this Form 4 reflects execution of previously agreed merger terms rather than discretionary trading, it carries limited signaling value about the insider’s view of the stock. It primarily confirms how director-level equity awards and shares were settled when the transaction closed on May 14, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Grahl Robert Kent

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	27,367	$47.00	$1.29M
Disposition	Common Stock (Restricted Stock Unit)	3,734	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null); Common Stock (Restricted Stock Unit) — 0 shares (Direct, null)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration"). At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.

Key Figures

Common shares disposed: 27,367 shares RSU shares disposed: 3,734 shares Merger consideration: $47.00 per share +3 more

6 metrics

Common shares disposed 27,367 shares Disposition to issuer at $47.00 per share on May 14, 2026

RSU shares disposed 3,734 shares Restricted stock units canceled at merger effective time

Merger consideration $47.00 per share Cash paid for each canceled Tri Pointe common share

Merger agreement date February 13, 2026 Agreement and Plan of Merger signing date

Merger effective time date May 14, 2026 Date Merger Sub merged with Tri Pointe Homes

Total disposal transactions 2 transactions Both coded D as dispositions to issuer

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock unit award financial

"each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Effective Time regulatory

"immediately prior to the effective time of the Merger (the "Effective Time")"

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Grahl Robert Kent

(Last) (First) (Middle)

C/O TRI POINTE HOMES, INC.

940 SOUTHWOOD BLVD, SUITE 200

(Street)

INCLINE VILLAGE NEVADA 89451

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tri Pointe Homes, Inc. [ TPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		D		27,367	D	$47(1)	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		3,734(2)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration").

2. At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.

	/s/ Glenn J. Keeler, Attorney-In-Fact	05/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What does the Tri Pointe Homes (TPH) Form 4 filing for Robert Kent Grahl show?

The Form 4 shows director Robert Kent Grahl disposing of common stock and restricted stock units in connection with Tri Pointe Homes’ merger, with each share converted into the right to receive $47.00 in cash under the merger agreement.

At what price were Tri Pointe Homes (TPH) shares cashed out in the merger?

Each share of Tri Pointe Homes common stock was canceled and converted into the right to receive $47.00 in cash, without interest. This cash amount, defined as the Merger Consideration, applied to both common shares and shares underlying eligible restricted stock units.

How many Tri Pointe Homes (TPH) RSU shares did Robert Kent Grahl dispose of?

Robert Kent Grahl disposed of 3,734 shares of Tri Pointe Homes common stock underlying restricted stock units. These awards vested, were canceled, and converted into the right to receive the $47.00 per-share cash merger consideration, consistent with the merger agreement terms.

How many Tri Pointe Homes (TPH) common shares did Robert Kent Grahl dispose of?

Grahl reported disposing of 27,367 shares of Tri Pointe Homes common stock at $47.00 per share. These shares were automatically canceled at the merger’s effective time and converted into the right to receive the cash Merger Consideration instead of remaining as outstanding stock.

How were Tri Pointe Homes (TPH) restricted stock units treated in the merger?

Outstanding restricted stock units granted before February 2026 or held by non-employee directors became fully vested, then were canceled and converted. For each RSU share, holders received the right to get the $47.00 per-share cash Merger Consideration, mirroring common stock treatment.

Which companies were involved in the Tri Pointe Homes (TPH) merger referenced in this Form 4?

The merger combined Tri Pointe Homes, Inc. with Sumitomo Forestry Co., Ltd. through Teton NewCo, Inc., an indirect wholly owned subsidiary of Sumitomo Forestry. Teton NewCo merged into Tri Pointe on May 14, 2026, triggering the cash-out of Tri Pointe shares.