Tri Pointe Homes (TPH) counsel exits equity as $47-per-share cash merger closes

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. General Counsel & Secretary David Ch. Lee reported the cash-out of his equity as the company completed its merger with an affiliate of Sumitomo Forestry Co., Ltd. Each share of Tri Pointe common stock was converted into the right to receive $47.00 in cash at the merger’s effective time.

Lee disposed of 96,864 shares of common stock at $47.00 per share in an issuer transaction tied to the merger. In addition, restricted stock units covering 18,358 and 15,023 shares were canceled and converted into the right to receive the same cash merger consideration per underlying share, with some RSUs vesting immediately and others converting into future cash awards subject to time-based vesting. After these transactions, no direct Tri Pointe equity holdings remain reported for him in this filing.

Insights

M&A and equity-compensation analyst

Filing shows executive equity cashed out as part of a completed $47-per-share merger.

The filing reflects how Tri Pointe Homes equity awards were treated when it merged with an indirect subsidiary of Sumitomo Forestry. Common shares were converted into a cash right of $47.00 per share, indicating an all-cash change of control transaction.

For General Counsel David Ch. Lee, 96,864 common shares were disposed of to the issuer at $47.00, and RSUs over 18,358 and 15,023 shares were canceled and converted into cash rights. Some RSUs vested in full at closing, while others became cash-settled awards that remain subject to time-based vesting conditions described in the merger terms.

The filing confirms that, as of the effective time, Lee’s previously outstanding equity in Tri Pointe is no longer held as stock or RSUs but instead as cash consideration or future cash-based awards. The broader economic impact for investors comes from the merger itself and its $47.00-per-share valuation, which is addressed in the merger-related transaction documents rather than this individual Form 4.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider LEE DAVID CH

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Disposition	Common Stock	96,864	$47.00	$4.55M
Disposition	Common Stock (Restricted Stock Unit)	15,023	$0.00	--
Disposition	Common Stock (Restricted Stock Unit)	18,358	$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. At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 2 above was converted into and substituted with, in accordance with the terms of the Merger Agreement, a cash award representing the right to receive, upon each future vesting date for such Company RSU and subject to the time-vesting terms and conditions in the applicable award agreement, an amount in cash in respect of each Share subject to such Company RSU, without interest, equal to the Merger Consideration.

Key Figures

Common shares disposed: 96,864 shares Merger cash consideration: $47.00 per share RSUs vested and cashed out: 18,358 units +3 more

6 metrics

Common shares disposed 96,864 shares Issuer disposition at $47.00 per share in merger

Merger cash consideration $47.00 per share Each Tri Pointe common share at effective time

RSUs vested and cashed out 18,358 units Company RSUs fully vested, canceled and converted at closing

RSUs converted to cash awards 15,023 units Outstanding RSUs converted into time-vested cash awards

Dispose transactions 3 transactions All coded as issuer dispositions (D) on May 14, 2026

Post-transaction holdings 0 shares Total shares following each reported transaction

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, Company RSU, +1 more

5 terms

Agreement and Plan of Merger regulatory

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

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, 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 or held by a non-employee director"

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.

Company RSU financial

"each outstanding Company RSU that is not described in the preceding footnote 2 above was converted and substituted"

Effective Time regulatory

"immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted"

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^*

LEE DAVID CH

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel & Secretary

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		96,864	D	$47(1)	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		15,023(2)	D	(2)	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		18,358(3)	D	(3)	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.

3. At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 2 above was converted into and substituted with, in accordance with the terms of the Merger Agreement, a cash award representing the right to receive, upon each future vesting date for such Company RSU and subject to the time-vesting terms and conditions in the applicable award agreement, an amount in cash in respect of each Share subject to such Company RSU, without interest, equal to the Merger Consideration.

	/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 Tri Pointe Homes (TPH) General Counsel’s Form 4 report?

The Form 4 reports that Tri Pointe Homes General Counsel David Ch. Lee disposed of his equity as part of a merger, with common shares converted into a right to receive $47.00 per share in cash and restricted stock units converted into equivalent cash rights.

How many Tri Pointe Homes (TPH) common shares were disposed of in this Form 4?

The filing shows a disposition of 96,864 shares of Tri Pointe Homes common stock. These shares were converted at the merger effective time into the right to receive $47.00 in cash per share under the agreed merger consideration terms.

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

Restricted stock units covering 18,358 and 15,023 shares were canceled at the merger’s effective time. Each unit was converted into a right to receive the $47.00-per-share cash merger consideration, with some RSUs vesting immediately and others becoming time-vested cash awards.

Who acquired Tri Pointe Homes (TPH) in the transaction referenced in this Form 4?

Tri Pointe Homes merged with Teton NewCo, Inc., an indirect wholly owned subsidiary of Sumitomo Forestry Co., Ltd.. At the effective time, each eligible Tri Pointe share was automatically canceled and converted into the right to receive the agreed cash merger consideration.

Does the Tri Pointe Homes (TPH) Form 4 show any remaining holdings for the reporting person?

The reported transactions indicate zero shares of Tri Pointe common stock and RSUs remaining directly held after the merger-related dispositions. Equity previously held as stock or units was converted into cash rights or future cash-based awards consistent with the merger agreement’s compensation treatment.