Tri Pointe director stock cashed out at $47

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. director Vicki D. McWilliams reported dispositions of company stock tied to the cash merger with a subsidiary of Sumitomo Forestry Co., Ltd. Under the merger agreement, effective May 14, 2026, each common share was canceled and converted into the right to receive $47.00 in cash.

On that date, 56,371 shares of common stock were reported as a disposition to the issuer at $47.00 per share, and 3,734 common stock restricted stock units were also disposed of. At the effective time, each outstanding restricted stock unit granted before February 2026 or held by a non-employee director was fully vested, canceled and converted into the right to receive the same cash merger consideration.

Insider Trade Summary

Disposition: 60,105 shares

Disposition 2 txns

Insider McWilliams Vicki D.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	56,371	$47.00	$2.65M
Disposition	Common Stock (Restricted Stock Unit)	3,734	$0.00	$0.00

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

Footnotes (2)

1. F1. 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. F2. 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: 56,371 shares RSUs disposed: 3,734 units Merger cash consideration: $47.00 per share +3 more

6 metrics

Common shares disposed 56,371 shares Disposition to issuer on May 14, 2026

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

Merger cash consideration $47.00 per share Each common share converted into cash right

Price per disposed common share $47.00 Reported for 56,371 common shares

Disposition transactions 2 transactions Both coded as disposition to issuer (D)

Net buy/sell shares 0 shares Transaction summary net buy/sell direction neutral

Key Terms

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

"was automatically canceled and converted into the right to receive $47.00 in cash... (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.

Effective Time regulatory

"issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")..."

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

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.

disposition to issuer regulatory

"transaction_code_description": "Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Tri Pointe Homes (TPH) report in this Form 4?

Director Vicki D. McWilliams reported dispositions of common stock and restricted stock units. The transactions reflect shares being canceled and converted into cash rights as part of Tri Pointe Homes’ cash merger with a Sumitomo Forestry subsidiary at a fixed per-share price.

How many Tri Pointe Homes (TPH) common shares were disposed of in the merger-related Form 4?

The filing reports a disposition of 56,371 shares of Tri Pointe Homes common stock. These shares were canceled and converted into the right to receive cash at the stated merger price, as part of the company’s merger with a subsidiary of Sumitomo Forestry.

What happened to Tri Pointe Homes (TPH) restricted stock units in this transaction?

The Form 4 shows 3,734 common stock restricted stock units disposed of. At the merger’s effective time, each eligible RSU became fully vested, then was canceled and converted into the right to receive the same cash merger consideration for each underlying share.

What cash consideration per share was set in the Tri Pointe Homes (TPH) 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 fixed amount, called the merger consideration, also applied on a per-share basis to shares underlying eligible restricted stock units.

Was the Tri Pointe Homes (TPH) insider transaction an open-market sale?

No, the transactions are coded as dispositions to the issuer tied to the merger. Shares and restricted stock units were canceled and converted into cash rights at the fixed merger price, rather than being sold in open-market trading on an exchange.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:01 PM Learn about SEC filing dates

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^*

McWilliams Vicki D.

(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		56,371	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)