Tax withholding trims Tri Pointe (TPH) COO reported share stake

Rhea-AI Filing Summary

Tri Pointe Homes President and COO Thomas J. Mitchell reported a tax-related share disposition tied to restricted stock unit vesting. On this Form 4, 12,840 shares of common stock were withheld at $46.31 per share to cover tax obligations from RSU awards under the company’s 2022 Long-Term Incentive Plan, rather than sold in an open-market trade.

After this withholding, Mitchell directly holds 961,028 shares of common stock. He also has an indirect holding of 610,000 shares through The Mitchell Family Trust, as noted in the filing, reflecting a substantial continuing ownership stake.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MITCHELL THOMAS J.

Role President and COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	12,840	$46.31	$595K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 961,028 shares (Direct); Common Stock — 610,000 shares (Indirect, See Note)

Footnotes (1)

1. Withholding of shares to satisfy tax withholding obligations incident to vesting of RSU awards under the Company's 2022 Long-Term Incentive Plan. By The Mitchell Family Trust.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 07:32 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
Estimated average burden
hours per response:			0.5

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^*

MITCHELL THOMAS 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)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		12,840(1)	D	$46.31	961,028	D
Common Stock								610,000	I	See Note(2)

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.

2. By The Mitchell Family Trust.

Remarks:

	/s/ Glenn J. Keeler, attorney-in-fact	02/20/2026
	** 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 insider transaction did Tri Pointe Homes (TPH) report for Thomas J. Mitchell?

Tri Pointe Homes reported that President and COO Thomas J. Mitchell had 12,840 common shares withheld to cover taxes on RSU vesting. The shares were valued at $46.31 each and reflect a tax-withholding disposition, not an open-market sale.

Was the Tri Pointe Homes (TPH) Form 4 a tax-related transaction or an open-market sale?

The Form 4 reflects a tax-related transaction, not an open-market sale. 12,840 shares were withheld to satisfy tax obligations tied to vesting RSU awards under Tri Pointe Homes’ 2022 Long-Term Incentive Plan, coded as a tax-withholding disposition.

How many Tri Pointe Homes (TPH) shares does Thomas J. Mitchell own after this Form 4?

After the reported tax-withholding disposition, Thomas J. Mitchell directly owns 961,028 Tri Pointe Homes common shares. He also indirectly owns 610,000 additional shares through The Mitchell Family Trust, as disclosed in the Form 4 footnotes.

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

The F code represents a tax-withholding disposition, where shares are delivered to cover taxes or exercise costs. In this case, 12,840 shares were withheld to satisfy tax liabilities upon vesting of RSU awards under Tri Pointe’s 2022 long-term incentive plan.

How are The Mitchell Family Trust holdings disclosed for Tri Pointe Homes (TPH)?

The filing shows 610,000 Tri Pointe Homes shares held indirectly through The Mitchell Family Trust. A footnote clarifies this trust ownership, indicating those shares are reported as indirect holdings separate from Thomas J. Mitchell’s 961,028 directly held shares.

Does the Tri Pointe Homes (TPH) Form 4 suggest a change in confidence by management?

The Form 4 records routine tax withholding related to RSU vesting, not discretionary selling. Thomas J. Mitchell continues to hold 961,028 shares directly and 610,000 indirectly, indicating a large ongoing ownership position rather than a strategic reduction.