What was the cash value per Tri Pointe Homes (TPH) share in the merger?

Each share of Tri Pointe Homes common stock was converted into the right to receive $47.00 in cash, without interest. This fixed cash consideration applied to eligible outstanding shares at the merger’s effective time, replacing the prior equity ownership with a cash entitlement.

Tri Pointe Homes (TPH) CEO equity canceled and paid $47 per share in merger

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. Chief Executive Officer Douglas F. Bauer reported the disposition of his equity interests in connection with the company’s merger with Sumitomo Forestry Co., Ltd. Under the merger agreement, each share of common stock was canceled and converted into the right to receive $47.00 in cash per share.

The filing shows dispositions to the issuer of 556,021 shares of common stock held directly and 350,611 shares held indirectly through The Bauer Revocable Trust, both at $47.00 per share. In addition, 129,589 and 126,426 shares underlying restricted stock units were disposed of as the RSUs were either cashed out or converted into cash-based awards pursuant to the merger terms. Following these transactions, no shares are reported as owned in this filing.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider BAUER DOUGLAS F.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	556,021	$47.00	$26.13M
Disposition	Common Stock	350,611	$47.00	$16.48M
Disposition	Common Stock (Restricted Stock Unit)	126,426	$0.00	--
Disposition	Common Stock (Restricted Stock Unit)	129,589	$0.00	--

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

Footnotes (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"). By The Bauer Revocable Trust. 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 3 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

Merger cash consideration: $47.00 per share Direct common shares disposed: 556,021 shares Indirect common shares disposed: 350,611 shares +2 more

5 metrics

Merger cash consideration $47.00 per share Cash paid for each common share at merger effective time

Direct common shares disposed 556,021 shares Common stock held directly by CEO, canceled for cash

Indirect common shares disposed 350,611 shares Common stock held via The Bauer Revocable Trust, canceled

RSU shares vested/cashed out 129,589 units Company RSUs fully vested, canceled and converted to cash rights

RSU shares converted to cash awards 126,426 units Company RSUs converted into time-vested cash awards at $47.00

Key Terms

Agreement and Plan of Merger, Merger Consideration, restricted stock unit, 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

"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.

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Effective Time regulatory

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

cash award financial

"was converted into and substituted with... a cash award representing the right to receive, upon each future vesting date..."

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 04:01 PM

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2026		D		556,021	D	$47⁽¹⁾	0	D
Common Stock	05/14/2026		D		350,611	D	$47⁽¹⁾	0	I	See Note⁽²⁾
Common Stock (Restricted Stock Unit)	05/14/2026		D		126,426⁽³⁾	D	⁽³⁾	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		129,589⁽⁴⁾	D	⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. By The Bauer Revocable Trust.

3. 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.

4. At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 3 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Tri Pointe Homes (TPH) report for its CEO?

Tri Pointe Homes reported that CEO Douglas F. Bauer disposed of his equity holdings in connection with the company’s merger. Common shares and restricted stock units were canceled and converted into cash rights under the merger agreement at a fixed cash value per share.

How many Tri Pointe Homes (TPH) shares did the CEO hold directly and indirectly?

The CEO’s filing lists 556,021 common shares held directly and 350,611 common shares held indirectly through The Bauer Revocable Trust. All these shares were canceled at closing and converted into cash rights at the agreed merger cash price per share.

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

Outstanding restricted stock units were either fully vested, canceled and converted into cash rights of $47.00 per underlying share, or converted into time-vested cash awards. These awards pay cash equal to the same merger consideration per share upon future vesting dates, subject to service conditions.

Does the Form 4 show Tri Pointe Homes (TPH) CEO retaining any shares after the merger?

The Form 4 reports zero shares owned following the transactions. All listed common shares and restricted stock units were disposed of to the issuer at the merger’s effective time, consistent with the agreement that converted equity positions into cash-based rights for the former holders.

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

No, the transactions are coded as dispositions to the issuer under a merger agreement, not open-market sales. Shares and restricted stock units were automatically canceled at the effective time and converted into rights to receive the agreed cash merger consideration per share.