Tri Pointe Homes (TPH) CFO reports RSU tax-withholding share dispositions

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. Chief Financial Officer and Chief Accounting Officer Glenn J. Keeler reported two tax-related share dispositions of common stock under the company’s equity plan. On February 21, 2026, 4,072 shares were withheld at $46.31 per share, and on February 22, 2026, 4,272 shares were withheld at $46.31 per share. These transactions were classified as “payment of exercise price or tax liability by delivering securities” and relate to RSU vesting under the 2022 Long-Term Incentive Plan. Following the later transaction, Keeler directly owned 223,943 common shares.

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^*

KEELER GLENN 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)
	CFO and CAO

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		4,072(1)	D	$46.31	228,215	D
Common Stock	02/22/2026		F		4,272(1)	D	$46.31	223,943	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. Withholding of shares to satisfy tax withholding obligations incident to vesting of RSU awards under the Company's 2022 Long-Term Incentive Plan.

Remarks:

	/s/ Glenn J. Keeler	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.

FAQ

What did Tri Pointe Homes (TPH) CFO Glenn J. Keeler report in this Form 4?

Glenn J. Keeler reported two tax-related dispositions of Tri Pointe Homes common stock. Shares were withheld to cover tax obligations tied to RSU vesting under the 2022 Long-Term Incentive Plan, rather than being open-market sales or discretionary trades.

How many Tri Pointe Homes (TPH) shares were withheld for taxes in the reported transactions?

Two separate tax-withholding dispositions were reported: 4,072 common shares on February 21, 2026, and 4,272 common shares on February 22, 2026. Each transaction used a price of $46.31 per share for the withholding calculation.

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

No, the Form 4 classifies both transactions as tax-withholding dispositions. Shares were delivered to satisfy tax liabilities associated with restricted stock unit vesting, not sold in open-market transactions, according to the transaction code F and accompanying description.

How many Tri Pointe Homes (TPH) shares does the CFO own after these transactions?

After the February 22, 2026 transaction, Glenn J. Keeler directly owned 223,943 shares of Tri Pointe Homes common stock. This figure reflects his direct holdings after the most recent tax-withholding disposition reported in the Form 4 filing.

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

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, Tri Pointe Homes shares were withheld to cover tax obligations related to RSU vesting under the company’s 2022 Long-Term Incentive Plan.