Tri Pointe Homes (NYSE: TPH) CFO receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. CFO and CAO Glenn J. Keeler reported equity award activity involving common stock. On February 12, 2026, 51,700 performance-based restricted stock units vested into the same number of shares based on revenue and pre-tax earnings goals, and 21,749 shares were withheld to cover taxes. On February 17, 2026, he received a separate grant of 37,796 restricted stock units that vest in three equal annual installments, bringing his directly held common stock to 236,968 shares after these transactions.

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)
02/12/2026

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		51,700(1)	A	$0	220,921	D
Common Stock	02/12/2026		F		21,749(2)	D	$36.57	199,172	D
Common Stock	02/17/2026		A(3)		37,796	A	$46.3	236,968	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. 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, 51,700 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 37,796 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.

Remarks:

	/s/ Glenn J. Keeler	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 insider transactions did Tri Pointe Homes (TPH) report for Glenn J. Keeler?

Tri Pointe Homes reported that CFO Glenn J. Keeler received 51,700 vested performance-based shares and a new grant of 37,796 restricted stock units. The filing also shows 21,749 shares were withheld to satisfy tax obligations related to the vesting event.

How many Tri Pointe Homes (TPH) shares vested for the CFO in this Form 4?

The Form 4 shows that 51,700 performance-based restricted stock units vested into an equal number of Tri Pointe Homes common shares. These awards were earned under the 2022 Long-Term Incentive Plan based on the company’s revenue and pre-tax earnings performance over a defined performance period.

What new stock award did the Tri Pointe Homes (TPH) CFO receive?

The CFO received a grant of 37,796 restricted stock units under Tri Pointe Homes’ 2022 Long-Term Incentive Plan. These RSUs vest in three equal annual installments starting on the first anniversary of the grant date and are settled in shares or cash upon vesting.

Why were shares disposed of in the Tri Pointe Homes (TPH) Form 4?

The filing reports a disposition of 21,749 shares classified as a tax-withholding transaction. These shares were withheld to satisfy tax withholding obligations that arose when performance-based restricted stock units vested, rather than being sold in an open market transaction.

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

After the reported equity award activity, the Form 4 states that Glenn J. Keeler directly holds 236,968 shares of Tri Pointe Homes common stock. This figure reflects the vesting, tax-withholding disposition, and new restricted stock unit grant reported in the filing.

What plan governs the equity awards reported for Tri Pointe Homes (TPH) CFO?

Both the vested performance-based awards and the new restricted stock units are issued under Tri Pointe Homes’ 2022 Long-Term Incentive Plan. This plan provides for performance-based and time-based equity grants that settle into common shares or, in some cases, their cash equivalent upon vesting.