PREM14A

PREM14A 1 d114079dprem14a.htm PREM14A PREM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Tri Pointe Homes, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee paid previously with preliminary materials.

☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MARCH 4, 2026

Tri Pointe Homes, Inc.

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

Dear Stockholders:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Tri Pointe Homes, Inc. (the “Company”) to be held at [●] a.m. Pacific Time, on [●], 2026, at our corporate offices, located at 3161 Michelson Drive, Suite 1500, Irvine, California 92612.

At the Special Meeting, you will be asked to consider and vote on, among other things, a proposal to adopt the Agreement and Plan of Merger, dated February 13, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Sumitomo Forestry Co., Ltd., a Japanese corporation (kabushiki kaisha) (“Parent”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”).

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will thereupon cease, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). If the Merger is completed, you will be entitled to receive an amount in cash equal to $47.00, without interest and subject to deduction for any applicable withholding taxes, for each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), that you own as of immediately prior to the effective time of the Merger (unless you have properly and validly exercised your appraisal rights in accordance with Section 262 of the Delaware General Corporation Law).

The Company’s Board of Directors (the “Board”) has unanimously (i) determined that the Merger Agreement and transactions contemplated therein, including the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders; (ii) approved and declared advisable, the Merger Agreement and the transactions contemplated therein, including the Merger; (iii) approved the execution and delivery of the Merger Agreement and the performance by the Company of its covenants and obligations contained therein; (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for adoption at a meeting of the Company’s stockholders; and (v) recommended that the Company’s stockholders vote in favor of the adoption of the Merger Agreement. At the Special Meeting, the Company will ask you and the other stockholders of the Company to adopt the Merger Agreement (the “Merger Agreement Proposal”).

Additionally, you will be asked to consider and vote at the Special Meeting on (i) a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated therein (the “Compensation Proposal”) and (ii) a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of the Special Meeting to approve such proposal (the “Adjournment Proposal”).

The Board recommends, on behalf of the Company, that you vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the non-binding, advisory Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and

the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 16 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the stockholders holding a majority of the outstanding shares of Company Common Stock as of the close of business on [●], 2026, which is the record date for the Special Meeting. The failure to vote, assuming a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY

MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [●], 2026

The enclosed proxy statement is also available through the “SEC Reports” section of our Investors website at https://investors.tripointehomes.com/investors/financial-info/sec-reports/. We intend to mail these proxy materials on or about [●], 2026 to all holders of record of shares of Company Common Stock entitled to vote at the Special Meeting.

If you have any questions about these proxy materials or need assistance voting your shares of Company Common Stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Stockholders May Call: (877) 478-5047

Banks and Brokers May Call Collect: (212) 257-2468

Email: TPH@dfking.com

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

Douglas F. Bauer

Chief Executive Officer and Director

Neither the SEC nor any state securities commission has approved or disapproved the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [●], 2026 and, together with the enclosed form of proxy card, is first being mailed on or about [●], 2026.

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION, DATED MARCH 4, 2026

Tri Pointe Homes, Inc.

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2026

Notice is hereby given of a special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), to be held at [●] a.m. Pacific Time, on [●], 2026, at our corporate offices, located at 3161 Michelson Drive, Suite 1500, Irvine, California 92612.

The Special Meeting is being held for the following purposes:

To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated February 13, 2026 (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Sumitomo Forestry Co., Ltd., a Japanese corporation (kabushiki kaisha) (“Parent”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Merger”) (the “Merger Agreement Proposal”);

To consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated therein (the “Compensation Proposal”); and

To consider and vote on any proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to ensure that any necessary supplement or amendment to the accompanying proxy statement is provided to the Company’s stockholders a reasonable amount of time in advance of the Special Meeting or to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to approve such proposal at the time of the Special Meeting (the “Adjournment Proposal”).

The foregoing matters are more fully described in the accompanying proxy statement. The accompanying proxy statement, as well as the Merger Agreement attached thereto as Annex A and all other exhibits and annexes attached thereto, are hereby incorporated by reference in this notice.

Only stockholders of record as of the close of business on [●], 2026, which is the record date for the Special Meeting, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement, or other delay thereof. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is completed, stockholders who continuously hold shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), through the effective time of the Merger and who properly demand appraisal of their shares of Company Common Stock and who do not withdraw their demands or otherwise lose their rights of appraisal will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger. Stockholders must comply with all the requirements of Delaware law, which are summarized in the proxy statement accompanying this notice and may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

The Company’s Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the non-binding, advisory Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement, and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement and the documents referred to or incorporated by reference in the proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 16 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in the proxy statement, for risks relating to the Company’s business and for a discussion of the risks that you should consider in evaluating the proposed Merger and how it may affect you.

David C. Lee

General Counsel and Secretary

Dated: [●], 2026

TABLE OF CONTENTS


SUMMARY			1
The Special Meeting			1
The Merger			5
Opinion of Moelis & Company LLC			9
Interests of the Company’s Directors and Executive Officers in the Merger			9
Financing of the Merger			10
Appraisal Rights			10
Certain Material U.S. Federal Income Tax Consequences of the Merger			11
Regulatory Approvals Required for the Merger			12
The Merger Agreement Proposal			12
QUESTIONS AND ANSWERS			16
FORWARD-LOOKING STATEMENTS			24
THE SPECIAL MEETING			25
Date, Time and Place			25
Purpose of the Special Meeting			25
Record Date; Shares Entitled to Vote; Quorum			25
Vote Required; Abstentions and Broker Non-Votes			25
Stock Ownership and Interests of Certain Persons			26
Voting of Proxies			26
Revocability of Proxies			27
Adjournments			27
The Board’s Recommendation			28
Expenses of Proxy Solicitor			28
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on [●], 2026			28
Attending the Special Meeting			28
Questions and Additional Information			29
THE MERGER			30
Parties Involved in the Merger			30
Effect of the Merger			31
Effect on the Company if the Merger is Not Completed			31
Merger Consideration			31
Background of the Merger			33
Recommendation of the Board and Reasons for the Merger			40
Opinion of Moelis & Company LLC			44
Certain Company Financial Forecasts			51
Interests of the Company’s Directors and Executive Officers in the Merger			54
Financing of the Merger			58
Appraisal Rights			58
Accounting Treatment			65
Certain Material U.S. Federal Income Tax Consequences of the Merger			65
Regulatory Approvals Required for the Merger			69
PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL			71
Explanatory Note Regarding the Merger Agreement			71
Effect of the Merger			71
Closing and Effective Time			72
Directors and Officers; Certificate of Incorporation; Bylaws			72
Merger Consideration			72
Exchange and Payment Procedures			74
Representations and Warranties			74
Conduct of Business Pending the Merger			78


No Solicitation of Other Offers			82
Continuing Employee Matters			86
Conditions to the Closing of the Merger			87
Indemnification and Insurance			88
Other Covenants			89
Termination of the Merger Agreement			93
Company Termination Fee			95
Specific Performance			96
Fees and Expenses			96
Amendment			96
Governing Law			96
PROPOSAL 2: THE COMPENSATION PROPOSAL			97
PROPOSAL 3: THE ADJOURNMENT PROPOSAL			98
MARKET PRICES AND DIVIDEND DATA			99
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			100
FUTURE STOCKHOLDER PROPOSALS			102
OTHER MATTERS			102
HOUSEHOLDING INFORMATION			103
WHERE YOU CAN FIND MORE INFORMATION			104
MISCELLANEOUS			106
ANNEX A – AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B – OPINION OF MOELIS & COMPANY LLC			B-1

SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of Teton NewCo, Inc., a Delaware corporation (“Merger Sub”) and indirect wholly owned subsidiary of Sumitomo Forestry Co., Ltd., a Japanese corporation (kabushiki kaisha) (“Parent”), with and into Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire Proxy Statement and the annexes to this Proxy Statement, including, but not limited to, the Merger Agreement, along with all of the documents to which we refer in this Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information.” The Merger Agreement is attached as Annex A to this Proxy Statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, the “Company,” “we,” “our,” “us,” and similar words refer to Tri Pointe Homes, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to Sumitomo Forestry Co., Ltd., a Japanese corporation (kabushiki kaisha), as “Parent” and Teton NewCo, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, as “Merger Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated February 13, 2026, as it may be amended, modified or supplemented from time to time in accordance with its terms, by and among the Company, Parent, and Merger Sub, as the “Merger Agreement,” our common stock, par value $0.01 per share, as the “Company Common Stock,” and the holders of shares of Company Common Stock as “Company Stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

The Special Meeting (see page [●])

Date, Time, Place, and Purpose of the Special Meeting; Record Date

A special meeting of the Company Stockholders will be held at [●] a.m. Pacific Time, on [●], 2026, at our corporate offices, located at 3161 Michelson Drive, Suite 1500, Irvine, California 92612 (the “Special Meeting”).

At the Special Meeting, the Company Stockholders of record as of the close of business on [●], 2026 (the “Record Date”) will be asked to consider and vote on:

•

a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”);

•

a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”); and

•

a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, including to ensure that any necessary supplement or amendment to this Proxy Statement is provided to Company Stockholders a reasonable amount of time in advance of the Special Meeting or to solicit additional proxies to approve the Merger Agreement Proposal if there are insufficient votes to adopt such proposal at the time of the Special Meeting (the “Adjournment Proposal”).

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of such meeting may be acted upon at the Special Meeting.

Shares Entitled to Vote; Quorum

You are entitled to receive notice of, and vote at, the Special Meeting if you owned shares of Company Common Stock at the close of business on [●], 2026 (the “Record Date”). Each holder of Company Common Stock will be entitled to one vote for each such share of Company Common Stock owned at the close of business on the Record Date on all matters properly coming before the Special Meeting.

A quorum of Company Stockholders is necessary to hold a valid Special Meeting. The presence in person or by proxy of Company Stockholders having a majority of the votes which could be cast by the holders of all outstanding shares of Company Common Stock entitled to vote at the meeting constitutes a quorum at the Special Meeting. On the Record Date, there were [●] shares of Company Common Stock outstanding and entitled to vote.

Your shares of Company Common Stock will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your broker, dealer, commercial bank, trust company, or other nominee) or if you vote in advance by telephone or online. Once a Company Stockholder entitled to vote at the Special Meeting is present in person or represented by proxy at the Special Meeting, the Company Stockholder’s Company Common Stock will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting, even if the Company Common Stock is not voted, including any Company Common Stock for which a Company Stockholder directs to abstain from voting. If you are a “street name” holder of Company Common Stock and you provide your bank, broker, trust, or other nominee with voting instructions, then your Company Common Stock will be counted in determining the presence of a quorum. If you are a “street name” holder of Company Common Stock and you do not provide your bank, broker, trust, or other nominee with voting instructions, then your Company Common Stock will not be counted in determining the presence of a quorum. If a quorum is not present, the affirmative vote of Company Stockholders having a majority of the votes which could be cast by all Company Stockholders present in person or by proxy may adjourn the Special Meeting to another place (if any), date, and time. Whether or not a quorum is present, the chairman of the Special Meeting may adjourn the Special Meeting to another place (if any), date, and time.

Vote Required; Abstentions and Broker Non-Votes

The Merger Agreement Proposal requires the affirmative vote of Company Stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the close of business on the Record Date (the “Company Stockholder Approval”). Because the required vote for the Merger Agreement Proposal is based on the number of shares of Company Common Stock outstanding, if you (1) are a record holder and fail to vote or authorize a proxy or (2) are a beneficial holder and fail to instruct your broker on how to vote, such failure will have the same effect as votes cast “AGAINST” the Merger Agreement Proposal. As of [●], 2026, the Record Date for the Special Meeting, [●] shares of Company Common Stock constitute a majority of the issued and outstanding shares of Company Common Stock.

Approval of the Compensation Proposal, on a non-binding, advisory basis, requires, assuming a quorum is present, the affirmative vote of the Company Stockholders having a majority of the votes which could be cast by the holders of all shares of Company Common Stock entitled to vote on such question which are present in person or by proxy at the Special Meeting. The approval of the Compensation Proposal is on a non-binding, advisory basis and is not a condition to the completion of the Merger.

Whether or not a quorum is present, approval of the Adjournment Proposal to adjourn the Special Meeting requires the affirmative vote of the Company Stockholders having a majority of the votes which could be cast by the holders of all shares of Company Common Stock entitled to vote on such question which are present in person or by proxy at the Special Meeting. Whether or not a quorum is present, the chairman of the Special Meeting may adjourn the Special Meeting to another place (if any), date, and time.

If a Company Stockholder abstains from voting, that abstention will be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as if the Company Stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal, or the Adjournment Proposal.

If no instructions as to how to vote are given in a validly executed, duly returned, and not revoked proxy, the proxy will be voted (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the non-binding, advisory Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

The Company does not expect any broker non-votes at the Special Meeting because the stock exchange rules applicable to banks, brokers, and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker would be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, and will have no effect on the Compensation Proposal (assuming a quorum is present) or the Adjournment Proposal other than reducing the number of affirmative votes required to achieve a majority as to such matters by reducing the total number of shares of Company Common Stock relative to which the majority is calculated.

Stock Ownership and Interests of Certain Persons

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of Company Common Stock, representing approximately [●]% of the shares of Company Common Stock outstanding on the Record Date.

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of Company Common Stock (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the non-binding, advisory Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

See the section titled “The Special Meeting—Stock Ownership and Interests of Certain Persons” beginning on page [●], for additional information.

Voting of Proxies (see page [●])

If you are a Company Stockholder of record (that is, if your shares of Company Common Stock are registered in your name with Equiniti Trust Company, LLC (“EQ”), our transfer agent), there are four ways to vote:

•

by visiting the Internet at the address on your proxy card;

•

by calling toll-free (within the U.S. or Canada) the phone number on your proxy card;

•

by signing, dating, and returning the enclosed proxy card in the accompanying prepaid reply envelope; or

•

by attending the Special Meeting and voting at the meeting.

A 16-digit control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Company Common Stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares of Company

Common Stock, if you vote electronically over the Internet, or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

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SEC Form PREM14A filed by Tri Pointe Homes Inc.