KEELER GLENN J. 4

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.