LEE DAVID CH 4

What Happened David Lee, General Counsel & Secretary of Tri Pointe Homes (TPH), had 32,312 performance-based restricted stock units (RSUs) vest on Feb 12, 2026 (settled into an equal number of shares at $0.00 acquisition price). To satisfy tax withholding obligations, 12,176 of those shares were withheld and disposed at $36.57 each (withholding value ≈ $445,276). On Feb 17, 2026 he was granted 18,358 new RSUs with a grant value of $46.30 per share (≈ $849,975). The transactions reflect compensation-related awards and routine tax withholding rather than an open-market purchase or investment sale.

Key Details

• Transaction dates and amounts:
  • 2026-02-12: 32,312 Performance Awards vested and settled into shares (acquired at $0.00).
  • 2026-02-12: 12,176 shares withheld to satisfy taxes (disposed) at $36.57 → $445,276.
  • 2026-02-17: Grant of 18,358 RSUs at $46.30 (grant value ≈ $849,975).
• Footnotes:
  • F1: 32,312 Performance Awards vested based on attainment of revenue and pre-tax earnings goals (per Compensation Committee/Board determination).
  • F2: Withholding of shares to satisfy tax obligations incident to vesting.
  • F3: The 18,358 RSUs vest one‑third each year beginning on the first anniversary of the grant.
• Shares owned after the transactions: not specified in the filing.
• Filing: Form filed on 2026-02-17 reporting the Feb 12 vesting and the Feb 17 grant.

Context

• These transactions are awards/vesting and routine tax withholding — common forms of executive compensation and not direct market purchases or investment sales. The tax-withholding disposition (F code) is a standard cashless-like settlement to cover taxes, not a trade intended to realize investment gains.
• The new RSUs vest over time (one‑third per year), so any eventual sale would occur later if and when shares vest and are sold.