Tri Pointe Homes (TPH) CEO reports RSU grant, vesting and tax share withholding

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. Chief Executive Officer Douglas F. Bauer reported equity compensation transactions in the company’s common stock. On February 12, 2026, 180,956 performance-based restricted stock units vested into the same number of shares, based on revenue and pre-tax earnings goals, and 72,706 shares were withheld to cover taxes. On February 17, 2026, he received a grant of 129,589 restricted stock units that vest in three equal annual installments and will settle in an equivalent number of shares or cash upon vesting. As of February 12, 2026, 350,611 shares were held indirectly through The Bauer Revocable Trust.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider BAUER DOUGLAS F.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	129,589	$46.30	$6.00M
Grant/Award	Common Stock	180,956	$0.00	--
Tax Withholding	Common Stock	72,706	$36.57	$2.66M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 842,508 shares (Direct); Common Stock — 350,611 shares (Indirect, See Note)

Footnotes (1)

1. Represents shares of common stock issued pursuant to the vesting of performance-based restricted stock units granted on February 22, 2023 under the Company's 2022 Long-Term Incentive Plan that were eligible to vest based on attainment of certain revenue and pre-tax earnings performance goals (the "Performance Awards"). Upon the recommendation of the Compensation Committee, the Company's board of directors determined that, based on the Company's performance over the performance period, 180,956 Performance Awards would vest and be settled into an equal number of shares of common stock, in accordance with the terms of the Performance Awards. Withholding of shares to satisfy tax withholding obligations incident to vesting of the Performance Awards. Represents a grant of 129,589 restricted stock units ("RSUs") under the Company's 2022 Long-Term Incentive Plan. The RSUs, which vest one-third each year beginning on the first anniversary of the grant date, are to be settled for an equal number of shares of common stock (or the cash equivalent, under certain circumstances) upon vesting. By The Bauer Revocable Trust.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

BAUER DOUGLAS F.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		180,956(1)	A	$0	785,625	D
Common Stock	02/12/2026		F		72,706(2)	D	$36.57	712,919	D
Common Stock	02/17/2026		A(3)		129,589	A	$46.3	842,508	D
Common Stock								350,611	I	See Note(4)

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. Represents shares of common stock issued pursuant to the vesting of performance-based restricted stock units granted on February 22, 2023 under the Company's 2022 Long-Term Incentive Plan that were eligible to vest based on attainment of certain revenue and pre-tax earnings performance goals (the "Performance Awards"). Upon the recommendation of the Compensation Committee, the Company's board of directors determined that, based on the Company's performance over the performance period, 180,956 Performance Awards would vest and be settled into an equal number of shares of common stock, in accordance with the terms of the Performance Awards.

2. Withholding of shares to satisfy tax withholding obligations incident to vesting of the Performance Awards.

3. Represents a grant of 129,589 restricted stock units ("RSUs") under the Company's 2022 Long-Term Incentive Plan. The RSUs, which vest one-third each year beginning on the first anniversary of the grant date, are to be settled for an equal number of shares of common stock (or the cash equivalent, under certain circumstances) upon vesting.

4. By The Bauer Revocable Trust.

Remarks:

	/s/ Glenn J. Keeler, attorney-in-fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity transactions did Tri Pointe Homes (TPH) CEO Douglas Bauer report?

Douglas Bauer reported vesting of performance-based awards, a related tax-withholding share disposition, and a new restricted stock unit grant. These actions reflect routine equity compensation activity rather than open-market buying or selling of Tri Pointe Homes common stock.

How many Tri Pointe Homes (TPH) shares vested for Douglas Bauer?

180,956 performance-based restricted stock units vested into an equal number of Tri Pointe Homes common shares for Douglas Bauer. The vesting was based on attainment of specified revenue and pre-tax earnings performance goals under the company’s 2022 Long-Term Incentive Plan.

Why were 72,706 Tri Pointe Homes (TPH) shares disposed of on this Form 4?

72,706 shares were withheld to satisfy tax withholding obligations tied to the vesting of performance-based awards. This tax-withholding disposition is an automatic mechanism, not an open-market sale decision by Douglas Bauer, and is common in equity compensation programs.

What are the terms of the new 129,589 RSU grant to the Tri Pointe (TPH) CEO?

Douglas Bauer received 129,589 restricted stock units that vest one-third each year, starting on the first anniversary of the grant date. Upon vesting, they will settle into an equal number of Tri Pointe Homes common shares or cash, under certain circumstances.

How many Tri Pointe Homes (TPH) shares does Douglas Bauer hold indirectly?

As of February 12, 2026, 350,611 Tri Pointe Homes common shares were held indirectly for Douglas Bauer by The Bauer Revocable Trust. This reflects trust-held ownership rather than shares held directly in his personal name.

Does this Tri Pointe Homes (TPH) Form 4 show open-market buying or selling by the CEO?

The Form 4 reflects equity award vesting, tax withholding, and a new RSU grant, not open-market purchases or sales. The transactions arise from the company’s long-term incentive plan rather than discretionary trading in Tri Pointe Homes stock by the CEO.