Tri Pointe Homes (NYSE: TPH) COO reports RSU vesting, tax withholding and new grant

Rhea-AI Filing Summary

Tri Pointe Homes, Inc. President and COO Thomas J. Mitchell reported equity compensation-related transactions in company common stock. On February 12, 2026, 180,956 performance-based restricted stock units vested and were settled into the same number of shares, based on revenue and pre-tax earnings goals, and 85,785 shares were withheld to cover tax obligations tied to this vesting. On February 17, 2026, he received a separate grant of 129,589 restricted stock units that vest in three equal annual installments and are to be settled in an equal number of shares of common stock or cash under specified circumstances. Following these transactions, he holds shares both directly and indirectly, including 610,000 shares held by The Mitchell Family Trust.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider MITCHELL THOMAS J.

Role President and COO

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	85,785	$35.67	$3.06M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 973,868 shares (Direct); Common Stock — 610,000 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 Mitchell Family 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^*

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)
02/12/2026

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	930,064	D
Common Stock	02/12/2026		F		85,785(2)	D	$35.67	844,279	D
Common Stock	02/17/2026		A(3)		129,589	A	$46.3	973,868	D
Common Stock								610,000	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 Mitchell Family 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 insider transactions did Tri Pointe Homes (TPH) report for Thomas J. Mitchell?

Tri Pointe Homes reported that President and COO Thomas J. Mitchell received 180,956 shares from vested performance-based RSUs and a new grant of 129,589 RSUs. The filing also shows shares withheld for taxes and indirect holdings through The Mitchell Family Trust.

How many Tri Pointe Homes (TPH) performance-based RSUs vested for Thomas J. Mitchell?

A total of 180,956 performance-based restricted stock units vested for Thomas J. Mitchell. These units were granted in 2023 and became shares after the company met specified revenue and pre-tax earnings goals over the performance period defined in the long-term incentive plan.

What new equity award did Thomas J. Mitchell receive from Tri Pointe Homes (TPH)?

Thomas J. Mitchell received a grant of 129,589 restricted stock units under Tri Pointe Homes’ 2022 Long-Term Incentive Plan. These RSUs vest one-third each year starting on the first anniversary of the grant date and settle in an equal number of shares or cash in certain cases.

Why were some Tri Pointe Homes (TPH) shares disposed of in Thomas J. Mitchell’s Form 4?

The filing shows a disposition of 85,785 shares to satisfy tax withholding obligations related to the vesting of performance-based RSUs. This “F” code transaction reflects shares withheld by the company for taxes, not an open-market sale initiated for investment reasons.

What is The Mitchell Family Trust’s relationship to Tri Pointe Homes (TPH) shares?

The Form 4 notes that 610,000 Tri Pointe Homes shares are held indirectly “By The Mitchell Family Trust.” This indicates indirect ownership associated with Thomas J. Mitchell, separate from his directly held shares, as disclosed in the nature-of-ownership footnote in the filing.

How do Thomas J. Mitchell’s new RSUs in Tri Pointe Homes (TPH) vest over time?

The 129,589 restricted stock units vest in three equal installments, one-third each year beginning on the first anniversary of the grant date. Upon vesting, they are to be settled in an equal number of common shares or, under certain circumstances, the cash equivalent.