GILBERT STEVEN J 4
4 · Tri Pointe Homes, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe Homes (TPH) Director Steven J. Gilbert Sells Shares
What Happened
Steven J. Gilbert, a director of Tri Pointe Homes, had his common shares and vested restricted stock units converted into cash as part of the company's merger with Sumitomo Forestry. The filing shows a disposition of 30,330 common shares at $47.00 per share for $1,425,510 and a separate disposition of 3,734 RSU-linked shares reported as N/A in the line item. Per the merger agreement, each share and each converted RSU was entitled to $47.00 in cash, so the combined 34,064 shares generated about $1,601,008.
Key Details
- Transaction date: May 14, 2026 (Effective Time of the merger). Filing date: May 14, 2026.
- Prices reported: 30,330 shares @ $47.00 (total $1,425,510); 3,734 RSU-conversion line reported as N/A, but footnote states conversion at $47/share (≈ $175,498).
- Total proceeds (approx.): 34,064 shares × $47 = $1,601,008.
- Shares owned after transaction: common shares were canceled in the merger (effectively 0 common shares outstanding for the former holdings).
- Notable footnotes: F1 — merger converted outstanding common shares into $47 cash per share; F2 — pre-February 2026 and non-employee director RSUs vested and were converted into the same $47 cash consideration.
- Filing timeliness: report filed on the same date as the merger effective time (no late filing indicated).
Context
This was not an open-market sale for liquidity or sentiment — it was a mandatory cash-out under the Agreement and Plan of Merger (Tri Pointe merged into a Sumitomo affiliate and all eligible shares/RSUs were converted into the merger consideration of $47 per share). Such merger-driven conversions reflect the deal terms rather than an insider trading decision.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-05-14$47.00/sh−30,330$1,425,510→ 0 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
[F2]2026-05-14−3,734→ 0 total
Footnotes (2)
- [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.