{"url_path":"/sec/tph/8-k/2026-05-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","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":236,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nPursuant to the Merger Agreement, as of the Effective Time, Steven J. Gilbert, Lawrence B. Burrows, R. Kent Grahl, Vicki D. McWilliams, and Constance B. Moore resigned as directors (and from all committees thereof, as applicable) of the Company.\n\nFurther, effective as of the Effective Time, and until successors are duly elected or appointed and qualified in accordance with law, (i) the directors of Merger Sub serving as of immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of the Company serving as of immediately prior to the Effective Time became the officers of the Surviving Corporation.\n\nIn connection with the execution of the Merger Agreement, the Company entered into that certain Retention Bonus Agreement, dated February 13, 2026, with Thomas J. Mitchell, the Company’s President and Chief Operating Officer (the “Retention Bonus Agreement”). On May 13, 2026, the Company entered into a letter agreement to reduce the total lump-sum cash retention bonus amount provided for under the Retention Bonus Agreement to $10,865,000. All other terms and provisions of the Retention Bonus Agreement remain in full force and effect.\n\nThe disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference."}