News & Events

Material Modification to Rights of Security Holders. In connection with the completion of the Merger, at the Effective Time, holders of Company Common Stock, Company RSUs, and Company PSUs ceased to have any rights in connection with their holding of such securities (other than their right to receive their applicable amount of the Merger Consideration or cash award as described in the Introductory Note). The disclosure set forth in the Introductory Note of this Current Report and the disclosu…

Director — Steven J. Gilbert, Lawrence B. Burrows, R. Kent Grahl, Vicki D. McWilliams, Constance B. Moore: Directors resigned due to the Merger Agreement.

Completion of Acquisition or Disposition of Assets. On May 14, 2026, the Merger was completed. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Parent. The disclosure set forth in the Introductory Note of this Current Report is incorporated herein by reference.

Entry into a Material Definitive Agreement. The Company entered into amendments to the indemnification agreements between the Company and its non-employee directors, effective as of May 14, 2026. The amendments provide that, following his or her term as a director of the Company, the applicable indemnitee is entitled to receive a payment of $10,000 for each day on which he or she is required or requested by the Company to spend more than four hours addressing any proceeding related to his or…

Changes in Control of Registrant. As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Parent. The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Items 2.01, 3.01, 5.02, and 5.03 of this Current Report is incorporated herein by reference.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Merger, the Company requested that the New York Stock Exchange (“ NYSE ”) suspend trading of the Company Common Stock effective before the opening of trading on May 14, 2026, and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist the Company Common Stock from the NYSE and deregister the Company Common Sto…

Results of Operations and Financial Condition On April 29, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), announced in a press release its financial results for the quarter ended March 31, 2026. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including the exhibits attached hereto, shall not be deemed to be filed for purposes of…

Other Events As previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into the Agreement and Plan of Merger, dated February 13, 2026 (the “ Merger Agreement ”), with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned sub…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The disclosure set forth in

Entry into a Material Definitive Agreement On April 16, 2026, Tri Pointe Homes, Inc. (the “Company”) entered into a Seventh Modification Agreement (the “Modification”) to its Second Amended and Restated Credit Agreement, dated as of March 29, 2019 (as modified, supplemented or amended, the “Credit Agreement”), among the Company, U.S. Bank National Association, as administrative agent, and the lenders party thereto. The Modification, among other things, (i) provides that the administrative age…