BAUER DOUGLAS F. 4
4 · Tri Pointe Homes, Inc. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Tri Pointe Homes (TPH) CEO Douglas Bauer Receives Awards, Withholds Shares
What Happened
Douglas F. Bauer, Chief Executive Officer of Tri Pointe Homes (TPH), had 180,956 performance-based restricted stock units vest on Feb 12, 2026 (issued at $0 purchase price), resulting in issuance of 180,956 shares. To satisfy tax withholding on that vesting, 72,706 shares were withheld/disposed at $36.57 per share for proceeds of $2,658,858. On Feb 17, 2026 he was granted 129,589 restricted stock units (RSUs) with a grant-date value of $46.30 per share (aggregate reported value $5,999,971).
Key Details
- Transaction dates and prices:
- 2026-02-12: 180,956 Performance Awards vested (A) — issued at $0.00 (per filing).
- 2026-02-12: 72,706 shares withheld for taxes (F) at $36.57 — proceeds $2,658,858.
- 2026-02-17: Grant of 129,589 RSUs (A) at $46.30 — aggregate reported value $5,999,971.
- Shares owned after the transactions: not reported in the provided filing details.
- Footnotes:
- F1: Vesting/settlement of performance-based RSUs granted Feb 22, 2023 based on revenue and pre-tax earnings goals.
- F2: Tax-withholding shares surrendered to satisfy withholding obligations on the vested awards.
- F3: New RSU grant vests one-third each year beginning on the first anniversary of the grant.
- F4: Some holdings/transactions are by The Bauer Revocable Trust.
- Filing timeliness: Form 4 filed on 2026-02-17 reporting the Feb 12 and Feb 17 transactions — appears timely under the SEC’s two-business-day reporting rule (Feb 15–16 included a weekend/holiday).
Context
- These transactions are compensation-related (vested performance awards and a new RSU grant), not open-market purchases; the withholding is a routine tax-related disposition. Such awards reflect pay-setting and performance outcomes rather than a direct insider buy/sell signal.
- RSUs vest over future service periods (one-third annually for the grant), so the grant represents future potential issuance rather than an immediate share sale.
Insider Transaction Report
Form 4
BAUER DOUGLAS F.
DirectorChief Executive Officer
Transactions
- Award
Common Stock
[F1]2026-02-12+180,956→ 785,625 total - Tax Payment
Common Stock
[F2]2026-02-12$36.57/sh−72,706$2,658,858→ 712,919 total - Award
Common Stock
[F3]2026-02-17$46.30/sh+129,589$5,999,971→ 842,508 total
Holdings
- 350,611(indirect: See Note)
Common Stock
[F4]
Footnotes (4)
- [F1]Represents shares of common stock issued pursuant to the vesting of performance-based restricted stock units granted on February 22, 2023 under the Company's 2022 Long-Term Incentive Plan that were eligible to vest based on attainment of certain revenue and pre-tax earnings performance goals (the "Performance Awards"). Upon the recommendation of the Compensation Committee, the Company's board of directors determined that, based on the Company's performance over the performance period, 180,956 Performance Awards would vest and be settled into an equal number of shares of common stock, in accordance with the terms of the Performance Awards.
- [F2]Withholding of shares to satisfy tax withholding obligations incident to vesting of the Performance Awards.
- [F3]Represents a grant of 129,589 restricted stock units ("RSUs") under the Company's 2022 Long-Term Incentive Plan. The RSUs, which vest one-third each year beginning on the first anniversary of the grant date, are to be settled for an equal number of shares of common stock (or the cash equivalent, under certain circumstances) upon vesting.
- [F4]By The Bauer Revocable Trust.
Signature
/s/ Glenn J. Keeler, attorney-in-fact|2026-02-17