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Tri Pointe Homes, Inc. (TPH) CEO reports RSU tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. Chief Executive Officer and director reported a routine tax-related share withholding. On 12/26/2025, 23,164 shares of common stock were withheld at a price of $32.2 per share to cover tax obligations arising from the vesting of restricted stock unit awards under the company's 2022 Long-Term Incentive Plan.

After this transaction, the reporting person beneficially owned 604,669 shares of Tri Pointe Homes common stock directly and 350,611 shares indirectly through The Bauer Revocable Trust. The filing was made by a single reporting person on Form 4.

Positive

  • None.

Negative

  • None.
Insider BAUER DOUGLAS F.
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Common Stock 23,164 $32.20 $746K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 604,669 shares (Direct); Common Stock — 350,611 shares (Indirect, See Note)
Footnotes (1)
  1. Withholding of shares to satisfy tax withholding obligations incident to vesting of RSU awards under the Company's 2022 Long-Term Incentive Plan. By The Bauer Revocable Trust.
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
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)
12/26/2025
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 12/26/2025 F 23,164(1) D $32.2 604,669 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 12/30/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The Chief Executive Officer and director of Tri Pointe Homes, Inc. reported a tax-related withholding of 23,164 shares of common stock on 12/26/2025, coded as transaction type F.

What does transaction code F mean in the Tri Pointe Homes (TPH) Form 4?

Transaction code F indicates shares were withheld by the company to satisfy tax withholding obligations related to the vesting of restricted stock unit awards under the 2022 Long-Term Incentive Plan.

How many Tri Pointe Homes (TPH) shares does the CEO own after this transaction?

Following the transaction, the reporting person owned 604,669 Tri Pointe Homes common shares directly and 350,611 shares indirectly through The Bauer Revocable Trust.

Was this Tri Pointe Homes (TPH) insider transaction a market sale?

No. The reported 23,164 shares were withheld to cover tax obligations from RSU vesting, rather than being sold in an open market transaction.

What plan was involved in the Tri Pointe Homes (TPH) share withholding?

The share withholding was tied to vesting of RSU awards under Tri Pointe Homes' 2022 Long-Term Incentive Plan.

How is indirect ownership reported for the Tri Pointe Homes (TPH) insider?

The Form 4 shows 350,611 shares held indirectly, with the nature of indirect beneficial ownership noted as By The Bauer Revocable Trust.