What is the role of The Mitchell Family Trust in Tri Pointe Homes (TPH) share ownership?

The filing notes that 610,000 Tri Pointe Homes shares are held by The Mitchell Family Trust. This position is reported as indirect ownership for Thomas J. Mitchell, distinguishing it from his directly held common stock in the company.

Tri Pointe Homes (NYSE: TPH) exec uses stock to cover RSU taxes

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. President and COO Thomas J. Mitchell reported tax-related share dispositions tied to restricted stock unit vesting. On February 21 and February 22, he disposed of 11,169 and 9,968 shares of common stock, respectively, at $46.31 per share to satisfy withholding obligations under the company’s 2022 Long-Term Incentive Plan. After these non‑market transactions, he directly owned 939,891 shares, and an additional 610,000 shares were held indirectly by The Mitchell Family Trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider MITCHELL THOMAS J.

Role President and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	9,968	$46.31	$462K
Tax Withholding	Common Stock	11,169	$46.31	$517K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 939,891 shares (Direct); Common Stock — 610,000 shares (Indirect, See Note)

Footnotes (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 Mitchell Family Trust.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/24/2026 - 06:06 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^*

MITCHELL THOMAS J.

(Last)

(First)

(Middle)

C/O TRI POINTE HOMES, INC.

940 SOUTHWOOD BLVD, SUITE 200

(Street)

INCLINE VILLAGE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

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)
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	02/21/2026		F		11,169⁽¹⁾	D	$46.31	949,859	D
Common Stock	02/22/2026		F		9,968⁽¹⁾	D	$46.31	939,891	D
Common Stock								610,000	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)
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. 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 Mitchell Family 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.
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 did Tri Pointe Homes (TPH) insider Thomas J. Mitchell report on this Form 4?

Thomas J. Mitchell reported two tax-withholding dispositions of Tri Pointe Homes common stock. These transactions were related to the vesting of RSU awards under the 2022 Long-Term Incentive Plan, rather than open-market buying or selling activity.

How many Tri Pointe Homes (TPH) shares were used to cover taxes by Thomas J. Mitchell?

Thomas J. Mitchell used 11,169 shares on February 21 and 9,968 shares on February 22 to cover tax withholding obligations from RSU vesting, for a combined total of 21,137 Tri Pointe Homes common shares.

At what price were the Tri Pointe Homes (TPH) tax-withholding shares valued?

Both tax-withholding dispositions were valued at $46.31 per share. This price was used solely for the purpose of satisfying withholding obligations incident to the vesting of RSU awards, not for an open-market sale transaction.

How many Tri Pointe Homes (TPH) shares does Thomas J. Mitchell own after these transactions?

After the reported tax-withholding dispositions, Thomas J. Mitchell directly owned 939,891 shares of Tri Pointe Homes common stock. An additional 610,000 shares were reported as indirectly held by The Mitchell Family Trust, as noted in the filing’s ownership footnote.

Were the Tri Pointe Homes (TPH) Form 4 transactions open-market sales?

No, the Form 4 states these were tax-withholding dispositions. Shares were withheld to satisfy tax obligations arising from RSU vesting under Tri Pointe Homes’ 2022 Long-Term Incentive Plan, rather than discretionary open-market sales by the executive.