MITCHELL THOMAS J. 4
4 · Tri Pointe Homes, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe (TPH) President Thomas Mitchell Receives Awards
What Happened
Thomas J. Mitchell, President and COO of Tri Pointe Homes (TPH), had 180,956 performance-based restricted stock units (RSUs) vest on Feb 12, 2026 and those awards were settled into 180,956 shares. To satisfy tax withholding obligations, 85,785 of those shares were withheld/treated as disposed at $35.67 each for proceeds of $3,059,951. On Feb 17, 2026 Mitchell was also granted 129,589 new RSUs with a grant-date value of $46.30/share (total value $5,999,971); those RSUs vest one-third each year starting on the first anniversary of the grant. The vesting/withholding transactions are not open-market purchases or sales by the insider.
Key Details
- Transaction dates/prices:
- 2026-02-12: 180,956 Performance RSUs vested (settled into 180,956 shares) — reported as acquisition at $0.00 (F1).
- 2026-02-12: 85,785 shares withheld to satisfy taxes — disposed at $35.67 each for $3,059,951 (F2).
- 2026-02-17: Grant of 129,589 RSUs at $46.30/share, total grant value $5,999,971; vests 1/3 per year starting 1st anniversary (F3).
- Shares owned after these transactions: total post-transaction holdings are not included in the provided excerpt of the filing.
- Footnotes of note:
- F1: Vesting of performance-based RSUs granted Feb 22, 2023, with 180,956 awards determined to have vested based on performance.
- F2: Shares withheld to satisfy tax withholding (not an open-market sale for investment purposes).
- F3: New RSUs vest over three years.
- F4: Some holdings referenced are held by The Mitchell Family Trust.
- Filing timing: Transactions dated Feb 12 were reported on the Form 4 filed Feb 17; Form 4s are normally due within 2 business days, so this appears to have been filed one business day after that deadline.
Context
Vesting and grant transactions reflect compensation, not an open-market trade. The withholding of shares to cover taxes is a routine administrative step and should not be interpreted as a discretionary sale. The new RSU grant represents future compensation subject to time-based vesting (not immediate share ownership unless/after vesting).
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-12+180,956→ 930,064 total - Tax Payment
Common Stock
[F2]2026-02-12$35.67/sh−85,785$3,059,951→ 844,279 total - Award
Common Stock
[F3]2026-02-17$46.30/sh+129,589$5,999,971→ 973,868 total
- 610,000(indirect: See Note)
Common Stock
[F4]
Footnotes (4)
- [F1]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.
- [F2]Withholding of shares to satisfy tax withholding obligations incident to vesting of the Performance Awards.
- [F3]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.
- [F4]By The Mitchell Family Trust.