BAUER DOUGLAS F. 4

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.