Tri Pointe Homes (TPH) CEO reports 11,515-share tax withholding disposition

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. Chief Executive Officer Douglas F. Bauer reported a tax-related share disposition. On February 19, 2026, he disposed of 11,515 shares of common stock at $46.31 per share to satisfy tax withholding obligations tied to vesting of restricted stock units under the company’s 2022 Long-Term Incentive Plan.

After this withholding transaction, Bauer directly owned 830,993 shares of Tri Pointe Homes common stock. An additional 350,611 shares were held indirectly by The Bauer Revocable Trust, reflecting his trust-related beneficial holdings.

Insights

Equity compensation and governance analyst

CEO’s Form 4 shows routine tax withholding on RSU vesting, not an open-market sale.

The filing shows Douglas F. Bauer, CEO of Tri Pointe Homes, disposing of 11,515 common shares at $46.31 per share using transaction code F. Footnotes state this was to cover tax withholding from vested RSUs under the 2022 Long-Term Incentive Plan, a standard mechanism in equity compensation.

Because this is a tax-withholding disposition rather than a discretionary market sale, it typically carries different signaling value than a voluntary sell order. Following the transaction, Bauer still held 830,993 shares directly, and 350,611 shares were held indirectly by The Bauer Revocable Trust, indicating a continued sizable equity stake.

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

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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^*

BAUER DOUGLAS F.

(Last) (First) (Middle)

C/O TRI POINTE HOMES, INC.

940 SOUTHWOOD BLVD, SUITE 200

(Street)

INCLINE VILLAGE NV 89451

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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

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

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

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	02/19/2026		F		11,515(1)	D	$46.31	830,993	D
Common Stock								350,611	I	See Note(2)

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. Withholding of shares to satisfy tax withholding obligations incident to vesting of RSU awards under the Company's 2022 Long-Term Incentive Plan.

2. By The Bauer Revocable Trust.

Remarks:

	/s/ Glenn J. Keeler, attorney-in-fact	02/20/2026
	** 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.

FAQ

What did Tri Pointe Homes (TPH) CEO Douglas F. Bauer report in this Form 4?

Douglas F. Bauer reported a disposition of 11,515 shares of Tri Pointe Homes common stock. The transaction used code F, indicating shares were withheld to satisfy tax obligations arising from vesting restricted stock units under the company’s 2022 Long-Term Incentive Plan.

Was the Tri Pointe Homes (TPH) CEO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld at $46.31 each to cover tax liabilities triggered by RSU vesting under Tri Pointe Homes’ 2022 Long-Term Incentive Plan.

How many Tri Pointe Homes (TPH) shares does CEO Douglas F. Bauer hold after this filing?

After the reported transaction, Douglas F. Bauer directly owned 830,993 shares of Tri Pointe Homes common stock. In addition, 350,611 shares were held indirectly by The Bauer Revocable Trust, reflecting further beneficial ownership disclosed in the filing.

What price per share was used for the Tri Pointe Homes (TPH) CEO’s tax-withholding transaction?

The tax-withholding disposition for CEO Douglas F. Bauer was reported at $46.31 per share. This price applied to 11,515 shares of Tri Pointe Homes common stock withheld to satisfy tax obligations tied to vesting RSU awards.

What role does The Bauer Revocable Trust play in Tri Pointe Homes (TPH) share ownership?

The Bauer Revocable Trust holds 350,611 Tri Pointe Homes shares as an indirect ownership position related to CEO Douglas F. Bauer. The Form 4 identifies this trust as the holder, distinguishing these shares from his 830,993 directly owned shares.

What is transaction code F in the Tri Pointe Homes (TPH) CEO’s Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. For Tri Pointe Homes, CEO Douglas F. Bauer used code F to report 11,515 shares withheld to satisfy tax obligations from vesting RSU awards.