BAUER DOUGLAS F. 4

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.