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

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.

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^*

MITCHELL THOMAS J.

(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)

	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)
			Code	V	Amount	(A) or (D)	Price
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)
				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 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).
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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.

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.