Tri Pointe Homes, Inc.

Sumitomo Forestry Co., Ltd. has successfully completed its acquisition of Tri Pointe Homes, Inc. for US$47.00 per share. Tri Pointe Homes is now a wholly owned subsidiary of Sumitomo Forestry America, Inc. and will cease trading on the New York Stock Exchange. This strategic acquisition integrates Tri Pointe Homes' premium brand and operations across 13 high-growth states, positioning the Sumitomo Forestry Group as the 5th largest homebuilder in the U.S., delivering approximately 15,000 units annually across 18 states. Both companies plan to leverage their combined expertise to expand scale, enhance management efficiency, and improve profitability, working towards Sumitomo Forestry's Mission TREEING 2030 goal of supplying 23,000 homes annually in the U.S. by 2030.

Tri Pointe Homes, Inc. announced it entered into a Merger Agreement with Sumitomo Forestry Co., Ltd. on February 13, 2026, under which Tri Pointe Homes will become an indirect wholly owned subsidiary of Sumitomo Forestry. The company reported a significant decline in its Q1 2026 financial results, with net income available to common stockholders falling to $6.786 million from $64.036 million in Q1 2025, and total revenues decreasing to $507.896 million. The results were impacted by $5.877 million in transaction expenses related to the merger, which is expected to close in Q2 2026.

Tri Pointe Homes, Inc. (TPH) reported its first quarter 2026 financial results, with net income available to common stockholders significantly decreasing to $6.8 million, or $0.08 per diluted share, from $64.0 million, or $0.70 per diluted share in Q1 2025. Home sales revenue also declined to $506.5 million from $720.8 million year-over-year. The company noted that conditions for its previously announced merger with Sumitomo Forestry Co., Ltd., relating to stockholder approval and the Hart-Scott-Rodino Antitrust Improvements Act waiting period, have been satisfied, with the merger still subject to remaining conditions.

Tri Pointe Homes, Inc. announced its Q1 2026 results and provided an update on its merger with Sumitomo Forestry Co., Ltd. The company confirmed that stockholder approval and the Hart-Scott-Rodino Antitrust Improvements Act waiting period conditions for the merger have been satisfied, with other conditions remaining. For Q1 2026, net income available to common stockholders significantly decreased to $6.8 million ($0.08 per diluted share) from $64.0 million ($0.70 per diluted share) in Q1 2025. Home sales revenue fell to $506.5 million from $720.8 million, and new home deliveries declined to 736 homes from 1,040 homes.

Tri Pointe Homes, Inc. announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) for its merger with Sumitomo Forestry Co., Ltd. expired on April 16, 2026. This satisfies a significant condition for the completion of the merger, where Tri Pointe Homes will become an indirect wholly owned subsidiary of Sumitomo Forestry. The merger is still subject to other remaining conditions as stipulated in the Merger Agreement.

Tri Pointe Homes, Inc. entered into a Seventh Modification Agreement for its existing Second Amended and Restated Credit Agreement, originally dated March 29, 2019. This agreement, effective April 16, 2026, pertains to a credit facility comprising $850 million in revolving notes and $450 million in term notes. The modification involves the company, its lenders, and U.S. Bank National Association as the Administrative Agent.

Tri Pointe Homes, Inc. held its 2026 Annual Meeting of Stockholders on April 15, 2026, with approximately 83% of outstanding shares represented, establishing a quorum. Stockholders elected all six director nominees, including Douglas F. Bauer, Lawrence B. Burrows, Steven J. Gilbert, R. Kent Grahl, Vicki D. McWilliams, and Constance B. Moore. Additionally, stockholders approved the compensation of the company's named executive officers on an advisory basis and expressed a preference for future advisory votes on executive compensation to occur every one year.