Tri Pointe Homes (NYSE: TPH) director exits equity at $47 cash merger price
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
GILBERT STEVEN J
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 30,330 | $47.00 | $1.43M |
| Disposition | Common Stock (Restricted Stock Unit) | 3,734 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct, null);
Common Stock (Restricted Stock Unit) — 0 shares (Direct, null)
Footnotes (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"). 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")"
FAQ
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.
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.