Tri Pointe Homes (TPH) GC reports vesting and new RSU grant

Rhea-AI Filing Summary

Tri Pointe Homes General Counsel David Ch. Lee reported equity compensation activity involving the company’s common stock. On February 12, 2026, 32,312 performance-based restricted stock units vested into the same number of shares after revenue and pre-tax earnings goals were met under the 2022 Long-Term Incentive Plan. To cover related tax obligations, 12,176 shares were withheld and disposed of as a tax-withholding transaction, rather than an open-market sale. On February 17, 2026, Lee received a new grant of 18,358 restricted stock units, which will vest in three equal annual installments and be settled in an equivalent number of shares or, in some cases, cash.

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^*

LEE DAVID CH

(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)
	General Counsel & Secretary

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		32,312(1)	A	$0	134,383	D
Common Stock	02/12/2026		F		12,176(2)	D	$36.57	122,207	D
Common Stock	02/17/2026		A(3)		18,358	A	$46.3	140,565	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, 32,312 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 18,358 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/ DAVID CH LEE	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did Tri Pointe Homes (TPH) insider David Ch. Lee report on this Form 4?

David Ch. Lee reported equity compensation transactions involving Tri Pointe Homes common stock, including vesting of performance-based units, tax-withholding share dispositions, and a new restricted stock unit grant, all under the company’s 2022 Long-Term Incentive Plan.

How many performance-based shares vested for Tri Pointe Homes (TPH) General Counsel?

A total of 32,312 performance-based restricted stock units vested into the same number of Tri Pointe Homes common shares. These units became eligible to vest after the company achieved specified revenue and pre-tax earnings goals over the performance period, as determined by the board of directors.

Were any Tri Pointe Homes (TPH) shares sold by David Ch. Lee in the market?

The filing shows a disposition of 12,176 shares to satisfy tax withholding obligations tied to vesting awards. This “F” code transaction reflects shares withheld for taxes, not an open-market sale initiated for investment purposes on a stock exchange.

What new equity award did Tri Pointe Homes (TPH) grant to David Ch. Lee?

Tri Pointe Homes granted 18,358 restricted stock units to David Ch. Lee. These RSUs vest in three equal annual installments starting on the first anniversary of the grant date and convert into an equal number of common shares or, in some circumstances, the cash equivalent.

What performance conditions triggered the vesting of Tri Pointe Homes (TPH) performance awards?

The performance-based restricted stock units vested after the company met specified revenue and pre-tax earnings performance goals. The board, acting on its compensation committee’s recommendation, determined that 32,312 performance awards would vest based on Tri Pointe Homes’ results over the designated performance period.

How did these transactions affect David Ch. Lee’s Tri Pointe Homes (TPH) share holdings?

After these transactions, the Form 4 shows updated direct ownership totals for David Ch. Lee in Tri Pointe Homes common stock. The report reflects both the vested shares added to his holdings and the shares withheld to cover tax obligations on the vesting event.