Tri Pointe Homes (TPH) CEO reports RSU tax-withholding share dispositions

Rhea-AI Filing Summary

Tri Pointe Homes Chief Executive Officer Douglas F. Bauer reported two tax-withholding dispositions of common stock tied to restricted stock unit vesting under the company’s 2022 Long-Term Incentive Plan. He surrendered 10,017 shares on February 21 and 8,940 shares on February 22 at $46.31 per share to cover tax obligations.

After these withholding transactions, Bauer directly owned 812,036 Tri Pointe Homes shares. He also had 350,611 shares held indirectly through The Bauer Revocable Trust, reflecting an additional trust-held position separate from his direct holdings.

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

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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)
02/21/2026

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	02/21/2026		F		10,017(1)	D	$46.31	820,976	D
Common Stock	02/22/2026		F		8,940(1)	D	$46.31	812,036	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	02/24/2026
	** 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.
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FAQ

What insider transactions did Tri Pointe Homes (TPH) report for Douglas F. Bauer?

Douglas F. Bauer reported two tax-withholding dispositions of Tri Pointe Homes common stock. These transactions were related to restricted stock unit vesting, where shares were withheld to satisfy tax obligations rather than sold in open-market trades.

How many Tri Pointe Homes (TPH) shares were disposed of for tax withholding?

Bauer surrendered 10,017 shares on February 21 and 8,940 shares on February 22. Both transactions involved Tri Pointe Homes common stock at $46.31 per share, used to satisfy tax withholding from restricted stock unit vesting.

Were Douglas F. Bauer’s Tri Pointe Homes (TPH) transactions open-market sales?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Shares were withheld to cover tax obligations incident to restricted stock unit vesting under Tri Pointe Homes’ 2022 Long-Term Incentive Plan.

How many Tri Pointe Homes (TPH) shares does Douglas F. Bauer own after these transactions?

After the reported transactions, Bauer directly owned 812,036 Tri Pointe Homes shares. In addition, 350,611 shares were held indirectly through The Bauer Revocable Trust, as disclosed in the filing footnotes.

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

The Bauer Revocable Trust holds 350,611 shares of Tri Pointe Homes common stock. These are reported as indirect holdings for Douglas F. Bauer, separate from the shares he owns directly in his own name.

What plan was associated with the Tri Pointe Homes (TPH) RSU tax-withholding transactions?

The tax-withholding share dispositions were tied to awards under Tri Pointe Homes’ 2022 Long-Term Incentive Plan. Shares were withheld when restricted stock units vested to satisfy Bauer’s related tax obligations.