KEELER GLENN J. 4
4 · Tri Pointe Homes, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe Homes (TPH) CFO Glenn Keeler Sells 212,045 Shares
What Happened
Glenn J. Keeler, Tri Pointe Homes' Chief Financial Officer and Chief Accounting Officer, had a total of 212,045 shares/awards disposed on May 14, 2026 in connection with the company’s merger. The filing shows 135,521 shares disposed at $47.00 (reported proceeds $6,369,487) and two additional dispositions of 38,728 and 37,796 shares (price shown as N/A in the filing). Under the Merger Agreement each share outstanding (other than certain excluded shares) was canceled and converted into the right to receive $47.00 in cash, implying total consideration of about $9,966,115 for the 212,045 shares.
Key Details
- Transaction date: May 14, 2026 (Effective Time of the merger).
- Reported price: $47.00 per share (Merger Consideration); one line reported proceeds $6,369,487; two lines showed price/amount as N/A but are described in footnotes as converted under the same Merger Consideration.
- Total shares disposed: 135,521 + 38,728 + 37,796 = 212,045 shares. Estimated total cash = 212,045 × $47 ≈ $9,966,115.
- Transaction code: D (Disposition to the issuer) — this reflects merger-related cancellation/conversion, not an open-market sale.
- Footnotes: F1–F3 explain the May 14, 2026 Merger with Sumitomo Forestry (shares canceled and converted to $47 cash); some RSUs vested and paid at closing (F2), others were converted into substituted cash awards subject to future vesting (F3).
- Filing timeliness: Reported with Period of Report = 2026-05-14 and filed 2026-05-14 (appears timely).
Context
This was a corporate acquisition event: Tri Pointe was merged into a Sumitomo subsidiary and outstanding common shares were cancelled for a fixed cash amount. Such merger-driven dispositions differ from voluntary open-market insider selling — proceeds reflect the deal consideration rather than a decision by the insider to liquidate shares. For RSUs, note some were paid at closing while others were converted into future cash awards per the Merger Agreement.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-14$47.00/sh−135,521$6,369,487→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F2]2026-05-14−38,728→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F3]2026-05-14−37,796→ 0 total
Footnotes (3)
- [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]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.
- [F3]At the Effective Time, each outstanding Company RSU that is not described in the preceding footnote 2 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.