GILBERT STEVEN J 4

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.