BAUER DOUGLAS F. 4
4 · Tri Pointe Homes, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe Homes (TPH) CEO Douglas F. Bauer Sells Shares in Merger
What Happened Douglas F. Bauer, CEO of Tri Pointe Homes, had 1,162,647 shares (including RSUs) converted/disposed in connection with the company’s merger with a Sumitomo Forestry affiliate effective May 14, 2026. The Form 4 reports four dispositions: 556,021 shares for $26,132,987 and 350,611 shares for $16,478,717 (both at $47.00/share), plus 126,426 and 129,589 shares reported as N/A on the form but covered by the merger consideration. Under the merger agreement, each share was converted into $47.00 in cash, so total proceeds are approximately $54.64 million.
Key Details
- Transaction date: May 14, 2026 (Effective Time of the merger).
- Price/consideration: $47.00 per share in cash (Merger Consideration); two line items on the Form 4 show amounts N/A but footnotes confirm conversion at $47.00.
- Reported line items: 556,021 shares ($26,132,987), 350,611 shares ($16,478,717), 126,426 shares (N/A), 129,589 shares (N/A).
- Total shares converted/disposed: 1,162,647; approximate total cash received: $54,644,409.
- Ownership after transaction: common shares held immediately prior to the merger were canceled and converted into cash per the Merger Agreement; certain RSUs were vested/cancelled or converted into future cash awards (see footnotes).
- Notable footnotes: F1–Merger Agreement (cash-out at $47/share); F2–held by The Bauer Revocable Trust; F3–certain RSUs fully vested and cashed out; F4–other RSUs converted/substituted into future cash awards per vesting schedule.
- Timeliness: Period of Report and filing date are both May 14, 2026 — this reflects the merger effective date (not a late market sale filing).
Context This was not an open-market sale but an automatic conversion/disposition of shares and RSUs due to the company’s merger into a Sumitomo subsidiary; the proceeds reflect the agreed cash merger consideration. Such merger cash-outs differ from voluntary insider selling and primarily reflect transaction mechanics rather than an individual trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-14$47.00/sh−556,021$26,132,987→ 0 total - Disposition to Issuer
Common Stock
[F1][F2]2026-05-14$47.00/sh−350,611$16,478,717→ 0 total(indirect: See Note) - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F3]2026-05-14−126,426→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F4]2026-05-14−129,589→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of February 13, 2026 (the "Merger Agreement"), by and among Tri Pointe Homes, Inc. (the "Company"), Sumitomo Forestry Co., Ltd. ("Parent"), and Teton NewCo, Inc. ("Merger Sub"), an indirect wholly owned subsidiary of Parent, on May 14, 2026, Merger Sub merged with and into the Company (the "Merger"), and each share (each, a "Share") of Company common stock (other than certain excluded Shares) issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $47.00 in cash, without interest (the "Merger Consideration").
- [F2]By The Bauer Revocable Trust.
- [F3]At the Effective Time, each outstanding restricted stock unit award (each, a "Company RSU") granted prior to February 2026 or held by a non-employee director was fully vested, canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, in respect of each Share subject to such Company RSU, the Merger Consideration in cash, without interest.
- [F4]At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 3 above was converted into and substituted with, in accordance with the terms of the Merger Agreement, a cash award representing the right to receive, upon each future vesting date for such Company RSU and subject to the time-vesting terms and conditions in the applicable award agreement, an amount in cash in respect of each Share subject to such Company RSU, without interest, equal to the Merger Consideration.