Tri Pointe director’s shares cashed out at $47
Tri Pointe Homes director Constance B. Moore reported the cash-out of her equity as part of the company’s merger with Sumitomo Forestry.
Rhea-AI Filing Summary
Tri Pointe Homes director Constance B. Moore reported the cash-out of her equity as part of the company’s merger with Sumitomo Forestry. On May 14, 2026, she reported dispositions to the issuer covering 80,108 shares, including 76,374 shares of common stock at $47.00 per share and 3,734 shares underlying restricted stock units.
Under the merger agreement, each share of Tri Pointe common stock was canceled and converted into the right to receive $47.00 in cash, and each outstanding restricted stock unit held by a non-employee director became fully vested and converted into the same cash consideration. Following these transactions, Moore reported no remaining direct holdings in these securities.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 80,108 shares
Disposition
2 txns
Insider
MOORE CONSTANCE B
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 76,374 | $47.00 | $3.59M |
| 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)
- 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").
- 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: 76,374 shares
RSU shares disposed: 3,734 shares
Total shares affected: 80,108 shares
+3 more
6 metrics
Common shares disposed
76,374 shares
Disposition to issuer at $47.00 per share on May 14, 2026
RSU shares disposed
3,734 shares
Restricted stock unit shares canceled and cashed out at merger
Total shares affected
80,108 shares
Aggregate of common stock and RSU-related shares in merger
Merger consideration per share
$47.00
Cash paid for each Tri Pointe common share at Effective Time
Disposition transactions
2 transactions
Both coded as D (disposition to issuer) on Form 4
Post-transaction holdings
0 shares
Total shares reported following the merger-related dispositions
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit award, Effective Time, +1 more
5 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
"was automatically canceled and converted into the right to receive $47.00 in cash... (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 award financial
"each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026..."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Effective Time regulatory
"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.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Tri Pointe Homes (TPH) report for Constance B. Moore?
Tri Pointe Homes director Constance B. Moore reported dispositions of her shares back to the company in connection with its merger. The filing shows her common stock and restricted stock units were canceled and converted into cash, rather than sold on the open market.
Were Constance B. Moore’s Tri Pointe Homes (TPH) transactions open-market sales?
No, the transactions were not open-market sales. They are coded as dispositions to the issuer and occurred because all shares were canceled and converted into cash at $47.00 per share under the merger agreement, rather than sold through normal market trading.
What happened to Constance B. Moore’s restricted stock units in the Tri Pointe Homes (TPH) merger?
Her restricted stock units fully vested, were canceled, and converted into cash. For each share underlying a restricted stock unit, she became entitled to receive the $47.00 per-share Merger Consideration, consistent with the treatment specified for non-employee director awards.
AI-generated analysis. How Rhea-AI works. Not financial advice.
