{"url_path":"/sec/tph/8-k/2026-05-14/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1561680/0001193125-26-222960-index.html","accession_number":"0001193125-26-222960","cik":"0001561680","ticker":"TPH","issuer_name":"Tri Pointe Homes, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1561680/0001193125-26-222960-index.html","primary_entity_key":"0001561680","primary_entity_name":"Tri Pointe Homes, Inc."},"word_count":1112,"has_tables":true,"body_markdown":"8-K\n\nfalse 0001561680 --12-31 0001561680 2026-05-13 2026-05-13\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWASHINGTON, D.C. 20549\n\n \n\n \n\nFORM 8-K\n\n \n\n \n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (Date of earliest event reported): May 13, 2026\n\n \n\n \n\n \n\nTri Pointe Homes, Inc.\n\n(Exact Name of Registrant as Specified in Its Charter)\n\n \n\n \n\n \n\nDelaware\n \n1-35796\n \n61-1763235\n\n(State or Other Jurisdiction\n\nof Incorporation)\n\n \n\n(Commission\n\nFile Number)\n\n \n\n(IRS Employer\n\nIdentification No.)\n\n \n\n940 Southwood Blvd, Suite 200\n \n\nIncline Village, Nevada\n \n89451\n\n(Address of Principal Executive Offices)\n \n(Zip Code)\n\nRegistrant’s Telephone Number, Including Area Code: (775) 413-1030\n\n \n\n(Former Name or Former Address, if Changed Since Last Report)\n\n \n\n \n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n \n\n☐\n\nWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n☐\n\nSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n☐\n\nPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\nTitle of each class\n\n \n\nTrading\nSymbol(s)\n\n \n\nName of each exchange\non which registered\n\nCommon Stock, par value $0.01 per share\n \nTPH\n \nNew York Stock Exchange\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\n \n\n \n\nIntroductory Note\n\nAs previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated February 13, 2026 (the “Merger Agreement”), with Sumitomo Forestry Co., Ltd. (“Parent”), and Teton NewCo, Inc., an indirect wholly owned subsidiary of Parent (“Merger Sub”).\n\nOn May 14, 2026, the Company completed its merger with Merger Sub pursuant to the terms of the Merger Agreement, whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and as an indirect wholly owned subsidiary of Parent (the “Merger”).\n\nPursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”):\n\n \n\n \n(i)\n\neach share of common stock, par value $0.01 per share (“Company Common Stock”), issued and outstanding as of immediately prior to the Effective Time was automatically converted into the right to receive $47.00 per share, in cash, without interest thereon (the “Merger Consideration”), except for shares of Company Common Stock that were (A)(1) held by the Company as treasury stock; (2) held directly by Parent or Merger Sub; or (3) held by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, immediately prior to the Effective Time (collectively, the “Owned Company Shares”), (B) held by any direct or indirect wholly owned subsidiary of the Company, or (C) held by a holder who has not voted in favor of the adoption of the Merger Agreement and who has properly and validly demanded appraisal for such shares of Company Common Stock in accordance, and who has complied in all respects, with Section 262 of the Delaware General Corporation Law;\n\n \n\n \n(ii)\n\neach Owned Company Share was automatically cancelled and ceased to exist, and no consideration or payment was delivered in exchange therefor or in respect thereof; and\n\n \n\n \n(iii)\n\neach share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company was converted into such number of shares of common stock of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration.\n\nPursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger:\n\n \n\n \n(i)\n\neach restricted stock unit (each, a “Company RSU”) granted under the Company Equity Plan (as defined in the Merger Agreement) prior to 2026 and each Company RSU held by a non-employee director of the Company, in each case whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU, and (B) the Merger Consideration;\n\n \n\n \n(ii)\n\neach Company RSU that was not subject to the preceding clause (i) above that was outstanding as of immediately prior to the Effective Time was cancelled and automatically converted into and substituted with a cash award representing the right to receive, upon each applicable vesting date for such Company RSU (or if earlier, upon a severance-eligible termination of employment), and subject to the same time-vesting terms and conditions that applied to such Company RSU (other than vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU that would have vested on such vesting date had such Company RSU remained outstanding through such vesting date, and (B) the Merger Consideration; and\n\n \n\n \n(iii)\n\neach performance stock unit (each, a “Company PSU”) granted under the Company Equity Plan, whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled, and automatically converted into the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company PSU (at maximum performance), and (B) the Merger Consideration.\n\nThe foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 13, 2026, and is incorporated by reference herein."}