Tri Pointe director equity cashed out at $47 merger

Tri Pointe Homes director Steven J. Gilbert reported dispositions of his equity as the Sumitomo Forestry merger closed.

Rhea-AI Filing Summary

Tri Pointe Homes director Steven J. Gilbert reported dispositions of his equity as the Sumitomo Forestry merger closed. On May 14, 2026, Teton NewCo merged into Tri Pointe Homes, and each share of common stock was canceled and converted into the right to receive $47.00 in cash, without interest.

Gilbert’s filing shows a disposition to the issuer of 30,330 shares of common stock at $47.00 per share and 3,734 restricted stock units. At the effective time of the merger, each eligible restricted stock unit fully vested, was canceled, and converted into the same $47.00-per-share cash consideration, leaving no shares reported as directly held after the transaction.

Insider Trade Summary

Disposition: 34,064 shares

Disposition 2 txns

Insider GILBERT STEVEN J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	30,330	$47.00	$1.43M
Disposition	Common Stock (Restricted Stock Unit)	3,734	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct); Common Stock (Restricted Stock Unit) — 0 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Common shares disposed: 30,330 shares Merger cash consideration: $47.00 per share Restricted stock units canceled: 3,734 units +1 more

4 metrics

Common shares disposed 30,330 shares Disposition to issuer at $47.00 per share on May 14, 2026

Merger cash consideration $47.00 per share Cash paid per Tri Pointe Homes common share in merger

Restricted stock units canceled 3,734 units Company RSUs vested, canceled and converted into $47.00 per share cash

Shares following transaction 0 shares Directly held common stock reported after merger-related dispositions

Key Terms

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

4 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

"converted into the right to receive $47.00 in cash, without interest (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

"issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Tri Pointe Homes (TPH) director Steven J. Gilbert report in this Form 4?

Steven J. Gilbert reported dispositions of Tri Pointe Homes equity tied to the company’s merger. His common shares and restricted stock units were canceled and converted into cash consideration at $47.00 per share when the merger with Sumitomo Forestry’s subsidiary became effective.

How many Tri Pointe Homes (TPH) common shares were disposed of and at what price?

The Form 4 reports a disposition of 30,330 Tri Pointe Homes common shares at $47.00 per share. These shares were automatically canceled and converted into the right to receive $47.00 in cash in connection with the closing of the merger transaction.

What happened to Steven J. Gilbert’s restricted stock units in Tri Pointe Homes (TPH)?

The filing shows 3,734 restricted stock units were disposed of as part of the merger. At the effective time, each eligible restricted stock unit vested, was canceled, and converted into the right to receive cash equal to $47.00 per underlying share, without interest.

Was this Tri Pointe Homes (TPH) Form 4 an open-market sale of shares?

No, the Form 4 reflects a disposition to the issuer in a merger, not an open-market sale. Shares and restricted stock units were automatically canceled and converted into $47.00 cash consideration per share under the Agreement and Plan of Merger terms.

Does Steven J. Gilbert report any Tri Pointe Homes (TPH) shares after this transaction?

The Form 4 shows zero shares of common stock reported as directly held following the transactions. His 30,330 common shares and 3,734 restricted stock units were canceled and converted into cash rights at $47.00 per share when the merger became effective.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:01 PM Learn about SEC filing dates

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
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hours per response:			0.5

X

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^*

GILBERT STEVEN J

(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
	Officer (give title below)		Other (specify below)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/14/2026		D		30,330	D	$47(1)	0	D
Common Stock (Restricted Stock Unit)	05/14/2026		D		3,734(2)	D	(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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. 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.

	/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.
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* Form 4: SEC 1474 (03-26)