SEC Form 10-Q filed by Tri Pointe Homes Inc.

10/24/24 5:12:03 PM ET

$TPH

Homebuilding

Consumer Discretionary

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tph-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________________________

FORM 10-Q

_____________________________________________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-35796

_____________________________________________________________________________________________

Tri Pointe Homes, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________________________________________


Delaware						61-1763235
(State or other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

_____________________________________________________________________________________________

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (775) 413-1030

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

____________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

TPH

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

93,590,060 shares of the registrant's common stock were issued and outstanding as of October 10, 2024.

EXPLANATORY NOTE

As used in this quarterly report on Form 10-Q, references to “Tri Pointe”, “the Company”, “we”, “us”, or “our” (including in the consolidated financial statements and related notes thereto in this annual report on Form 10-Q) refer to Tri Pointe Homes, Inc., a Delaware corporation, and its consolidated subsidiaries.

TRI POINTE HOMES, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

September 30, 2024


		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	3

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	4

	Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	7

	Notes to Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42

Item 4.	Controls and Procedures	42

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

SIGNATURES		45

- 2 -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TRI POINTE HOMES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30, 2024		December 31, 2023
	(unaudited)
Assets
Cash and cash equivalents	$	675,957	$	868,953
Receivables	113,725		224,636
Real estate inventories	3,412,633		3,337,483
Investments in unconsolidated entities	130,798		131,824
Mortgage loans held for sale	80,071		—
Goodwill and other intangible assets, net	156,603		156,603
Deferred tax assets, net	37,996		37,996
Other assets	171,472		157,093
Total assets	$	4,779,255	$	4,914,588
Liabilities
Accounts payable	$	75,214	$	64,833
Accrued expenses and other liabilities	456,418		453,531
Loans payable	275,914		288,337
Senior notes, net	646,280		1,094,249
Mortgage repurchase facilities	75,465		—
Total liabilities	1,529,291		1,900,950

Commitments and contingencies (Note 13)

Equity
Stockholders’ equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized; no shares issued and outstanding as September 30, 2024 and December 31, 2023, respectively	—		—
Common stock, $0.01 par value, 500,000,000 shares authorized; 93,590,060 and 95,530,512 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	936		955
Additional paid-in capital	—		—
Retained earnings	3,249,016		3,010,003
Total stockholders’ equity	3,249,952		3,010,958
Noncontrolling interests	12		2,680
Total equity	3,249,964		3,013,638
Total liabilities and equity	$	4,779,255	$	4,914,588

See accompanying condensed notes to the unaudited consolidated financial statements.

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TRI POINTE HOMES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Homebuilding:
Home sales revenue	$	1,113,681	$	825,295	$	3,165,042	$	2,412,777
Land and lot sales revenue	12,552		1,714		23,780		10,506
Other operations revenue	790		749		2,359		2,219
Total revenues	1,127,023		827,758		3,191,181		2,425,502
Cost of home sales	854,499		641,074		2,427,484		1,881,191
Cost of land and lot sales	11,986		1,474		21,584		10,287
Other operations expense	765		724		2,295		2,171
Sales and marketing	53,744		42,874		160,772		127,977
General and administrative	66,734		58,359		185,809		158,949

Homebuilding income from operations	139,295		83,253		393,237		244,927
Equity in income of unconsolidated entities	227		3		383		272
Other income, net	6,658		11,664		31,818		30,361
Homebuilding income before income taxes	146,180		94,920		425,438		275,560
Financial Services:
Revenues	17,650		10,758		47,818		30,004
Expenses	12,283		6,127		31,900		19,363

Financial services income before income taxes	5,367		4,631		15,918		10,641
Income before income taxes	151,547		99,551		441,356		286,201
Provision for income taxes	(39,788)		(22,942)		(112,599)		(71,764)
Net income	111,759		76,609		328,757		214,437
Net(income) loss attributable to noncontrolling interests	—		(1,207)		59		(3,569)
Net income available to common stockholders	$	111,759	$	75,402	$	328,816	$	210,868
Earnings per share
Basic	$	1.19	$	0.77	$	3.49	$	2.12
Diluted	$	1.18	$	0.76	$	3.46	$	2.10
Weighted average shares outstanding
Basic	93,600,678		98,018,498		94,294,800		99,534,570
Diluted	94,640,211		99,030,210		95,081,173		100,458,357

See accompanying condensed notes to the unaudited consolidated financial statements.

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TRI POINTE HOMES, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

(in thousands, except share amounts)


	Number of Shares of Common Stock (Note 1)	Common Stock		Additional Paid-in Capital		Retained Earnings		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at June 30, 2024	93,862,218	$	939	$	—	$	3,138,545	$	3,139,484	$	12	$	3,139,496
Net income	—	—		—		111,759		111,759		—		111,759
Shares issued under share-based awards	619	—		—		—		—		—		—
Tax withholding paid on behalf of employees for share-based awards	—	—		(8)		—		(8)		—		(8)
Stock-based compensation expense	—	—		8,708		—		8,708		—		8,708
Share repurchases, including excise tax	(272,777)	(3)		(9,988)		—		(9,991)		—		(9,991)



Reclass the negative APIC to retained earnings	—	—		1,288		(1,288)		—		—		—
Balance at September 30, 2024	93,590,060	$	936	$	—	$	3,249,016	$	3,249,952	$	12	$	3,249,964

	Number of Shares of Common Stock (Note 1)	Common Stock		Additional Paid-in Capital		Retained Earnings		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2023	95,530,512	$	955	$	—	$	3,010,003	$	3,010,958	$	2,680	$	3,013,638
Net income	—	—		—		328,816		328,816		(59)		328,757
Shares issued under share-based awards	821,172	8		1,033		—		1,041		—		1,041
Tax withholding paid on behalf of employees for share-based awards	—	—		(16,612)		—		(16,612)		—		(16,612)
Stock-based compensation expense	—	—		24,327		—		24,327		—		24,327
Share repurchases, including excise tax	(2,761,624)	(27)		(97,283)		—		(97,310)		—		(97,310)
Distributions to noncontrolling interests, net	—	—		—		—		—		(2,609)		(2,609)
Acquisition of joint venture minority interest	—	—		(1,268)		—		(1,268)		—		(1,268)
Reclass the negative APIC to retained earnings	—	—		89,803		(89,803)		—		—		—
Balance at September 30, 2024	93,590,060	$	936	$	—	$	3,249,016	$	3,249,952	$	12	$	3,249,964

	Number of Shares of Common Stock (Note 1)	Common Stock		Additional Paid-in Capital		Retained Earnings		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at June 30, 2023	99,094,458	$	991	$	—	$	2,895,120	$	2,896,111	$	709	$	2,896,820
Net income	—	—		—		75,402		75,402		1,207		76,609
Shares issued under share-based awards	361	—		—		—		—		—		—
Tax withholding paid on behalf of employees for share-based awards	—	—		(6)		—		(6)		—		(6)
Stock-based compensation expense	—	—		6,989		—		6,989		—		6,989
Share repurchases	(1,753,045)	(18)		(55,081)		—		(55,099)		—		(55,099)
Distributions to noncontrolling interests, net	—	—		—		—		—		(1,160)		(1,160)
Reclass the negative APIC to retained earnings	—	—		48,098		(48,098)		—		—		—
Balance at September 30, 2023	97,341,774	$	973	$	—	$	2,922,424	$	2,923,397	$	756	$	2,924,153

	Number of Shares of Common Stock (Note 1)	Common Stock		Additional Paid-in Capital		Retained Earnings		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
Balance at December 31, 2022	101,017,708	$	1,010	$	3,685	$	2,827,694	$	2,832,389	$	4,142	$	2,836,531

Net income	—	—		—		210,868		210,868		3,569		214,437

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Shares issued under share-based awards	789,164	8		510		—		518		—		518
Tax withholding paid on behalf of employees for share-based awards	—	—		(9,802)		—		(9,802)		—		(9,802)
Stock-based compensation expense	—	—		15,012		—		15,012		—		15,012
Share repurchases	(4,465,098)	(45)		(125,543)		—		(125,588)		—		(125,588)
Distributions to noncontrolling interests, net	—	—		—		—		—		(6,955)		(6,955)

Reclass the negative APIC to retained earnings	—	—		116,138		(116,138)		—		—		—
Balance at September 30, 2023	97,341,774	$	973	$	—	$	2,922,424	$	2,923,397	$	756	$	2,924,153

See accompanying condensed notes to the unaudited consolidated financial statements.

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TRI POINTE HOMES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income	$	328,757	$	214,437
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,572		20,066
Equity in income of unconsolidated entities, net	(383)		(272)

Amortization of stock-based compensation	24,327		15,012
Charges for impairments and lot option abandonments	2,444		12,675
Fair value adjustment on mortgage loans held for sale	(758)		—
Gain on increase in carrying amount of investment	(3,495)		—

Changes in assets and liabilities:
Real estate inventories	(74,485)		(247,846)
Mortgage loans held for sale	(79,313)		—
Receivables	110,911		50,043
Other assets	(9,527)		1
Accounts payable	10,381		(7,093)
Accrued expenses and other liabilities	3,332		67,773

Net cash provided by operating activities	335,763		124,797
Cash flows from investing activities:
Purchases of property and equipment	(18,933)		(19,136)
Proceeds from investment	717		—

Net investments in unconsolidated entities	(24,789)		(6,434)
Distributions from unconsolidated entities	17,289		—
Net cash used in investing activities	(25,716)		(25,570)
Cash flows from financing activities:
Borrowings from loans payable	420		910
Repayment of loans payable and senior notes	(462,844)		—

Borrowings on mortgage repurchase facilities	282,400		—
Repayments on mortgage repurchase facilities	(206,935)		—

Distributions to noncontrolling interests	(3,877)		(6,955)
Proceeds from issuance of common stock under share-based awards	1,041		518
Tax withholding paid on behalf of employees for share-based awards	(16,612)		(9,802)
Share repurchases, excluding excise tax	(96,636)		(124,523)
Net cash used in financing activities	(503,043)		(139,852)
Net decrease in cash and cash equivalents	(192,996)		(40,625)
Cash and cash equivalents–beginning of period	868,953		889,664
Cash and cash equivalents–end of period	$	675,957	$	849,039

See accompanying condensed notes to the unaudited consolidated financial statements.

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TRI POINTE HOMES, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization, Basis of Presentation and Summary of Significant Accounting Policies

Organization

Tri Pointe is engaged in the design, construction and sale of innovative single-family attached and detached homes across ten states, including Arizona, California, Colorado, Maryland, Nevada, North Carolina, South Carolina, Texas, Virginia, and Washington, and the District of Columbia. In September 2023, we announced our expansion into the greater Salt Lake City region with the launch of a new division in Utah. In April 2024, we announced further expansion into Orlando, Florida, and the Coastal Carolinas area, which includes parts of Georgia and South Carolina. As of September 30, 2024, we had not yet commenced significant homebuilding operations in these new markets.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They should be read in conjunction with our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation with respect to interim financial statements, have been included. The results for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024 due to seasonal variations and other factors.

The consolidated financial statements include the accounts of Tri Pointe Homes and its wholly owned subsidiaries, as well as other entities in which Tri Pointe Homes has a controlling interest and variable interest entities (“VIEs”) in which Tri Pointe Homes is the primary beneficiary. The noncontrolling interests as of September 30, 2024 and December 31, 2023 represent the outside owners’ interests in the Company’s consolidated entities. All significant intercompany accounts have been eliminated upon consolidation.

Unless the context otherwise requires, the terms “Tri Pointe”, “the Company”, “we”, “us”, and “our” used herein refer to Tri Pointe Homes, Inc., a Delaware corporation, and its consolidated subsidiaries.

Use of Estimates

The preparation of these financial statements requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from our estimates.

Cash and Cash Equivalents and Concentration of Credit Risk

We define cash and cash equivalents as cash on hand, demand deposits with financial institutions, and short-term liquid investments with a maturity date of less than three months from the date of acquisition, including U.S. Treasury bills and government money-mark funds with maturities of 90 days or less when purchased. The Company’s cash balances exceed federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Topic 606 (“ASC 606”), Revenue from Contracts with Customers. Under ASC 606, we apply the following steps to determine the timing and amount of revenue to recognize: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

- 8 -

Home sales revenue

We generate the majority of our total revenues from home sales, which consists of our core business operation of building and delivering completed homes to homebuyers. Home sales revenue and related profit is generally recognized when title to and possession of the home are transferred to the homebuyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied in less than one year from the original contract date. Included in home sales revenue are forfeited deposits, which occur when homebuyers cancel home purchase contracts that include a nonrefundable deposit. Both revenue from forfeited deposits and deferred revenue resulting from uncompleted performance obligations existing at the time we deliver new homes to our homebuyers are immaterial.

Financial services revenues

Tri Pointe Solutions is a reportable segment and is comprised of our Tri Pointe Connect mortgage financing operations, Tri Pointe Assurance title and escrow services operations, and Tri Pointe Advantage property and casualty insurance agency operations.

Mortgage financing operations

For the year ended December 31, 2023, our Tri Pointe Connect mortgage operations were conducted through a joint venture with an established mortgage lender. Tri Pointe Connect acted as a preferred mortgage loan broker to our homebuyers in all of the markets in which we operate, generating income from fees paid by third party lenders for the successful funding and closing of loans for homebuyers that originated through Tri Pointe Connect. For the year ended December 31, 2023, Tri Pointe Connect was fully consolidated in accordance with Accounting Standards Topic 810 (“ASC 810”), Consolidation, under the Financial Services section of our consolidated statements of operations, with the noncontrolling interest recorded on the consolidated statements of operations as net income attributable to noncontrolling interests.

Effective February 1, 2024, we acquired the minority equity interest in the joint venture, upon which Tri Pointe Connect became a wholly owned subsidiary of the Company. In connection with this transaction, Tri Pointe Connect expanded operations to include mortgage lending services to our homebuyers in all of the markets in which we operate and provide mortgage financing by utilizing funds made available pursuant to repurchase agreements with third party lenders and by utilizing our own funds. Tri Pointe Connect will retain the ability to act as a mortgage loan broker for our homebuyers that originate loans with third party lenders.

Revenues from mortgage financing operations primarily represent mortgage loan broker fees paid by third party lenders, fees earned on mortgage loan originations and the realized and unrealized gains and losses associated with the sales and changes in the fair value of mortgage loans held for sale. When we act as a mortgage loan broker and originate loans with third party lenders, mortgage loan broker fees and mortgage loan origination fees are recognized at the time the mortgage loans are funded. When we provide mortgage financing, we recognize fees on mortgage loan originations upon loan origination.

Mortgage loans held for sale

We intend to sell all of the loans we originate in the secondary market within a short period of time after origination. As of September 30, 2024, mortgage loans held for sale had an aggregate estimated fair value of $80.1 million and an aggregate outstanding principal balance of $79.3 million. For the nine months ended September 30, 2024, we recorded $758,000 of unrealized gains, in Financial Services revenue, related to our mortgage loans held for sale as of September 30, 2024.

Title and escrow services operations

Tri Pointe Assurance provides title examinations for our homebuyers in the Carolinas and Colorado and both title examinations and escrow services for our homebuyers in Arizona, the District of Columbia, Maryland, Nevada, Texas, Washington and Virginia. Tri Pointe Assurance is a wholly owned subsidiary of Tri Pointe and acts as a title agency for First American Title Insurance Company. Revenue from our title and escrow services operations is fully recognized at the time of the consummation of the home sales transaction, at which time no further performance obligations are left to be satisfied. Tri Pointe Assurance revenue is included in the Financial Services section of our consolidated statements of operations.

Property and casualty insurance agency operations

Tri Pointe Advantage is a wholly owned subsidiary of Tri Pointe and provides property and casualty insurance agency services that help facilitate the closing process in all of the markets in which we operate. The total consideration for these services, including renewal options, is estimated upon the issuance of the initial insurance policy, subject to constraint. Tri Pointe Advantage revenue is included in the Financial Services section of our consolidated statements of operations.

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Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for us for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-07 will have on our financial statement disclosures.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), which requires expanded disclosure of our income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.

2. Segment Information

We operate two principal businesses: homebuilding and financial services.

In accordance with ASC Topic 280, Segment Reporting, in determining the most appropriate reportable segments within our homebuilding business, we have considered similar economic and other characteristics, including product types, average sales prices, gross profits, production processes, suppliers, subcontractors, regulatory environments, land acquisition results, and underlying demand and supply. Based upon these factors and in consideration of the geographical layout of our homebuilding markets, we have identified three homebuilding reporting segments and, as such, our homebuilding segments are reported under the following hierarchy:

West region: Arizona, California, Nevada and Washington

Central region: Colorado, Texas and Utah

East region: District of Columbia, Florida, Maryland, North Carolina, South Carolina and Virginia

In September 2023, we announced our expansion into the greater Salt Lake City region with the launch of a new division in Utah. In April 2024, we announced further expansion into Orlando, Florida, and the Coastal Carolinas area, which includes parts of Georgia and South Carolina. As of September 30, 2024, we had not yet commenced significant operations in these new markets, however we have controlled lots within Utah.

Our Tri Pointe Solutions financial services operation is a reportable segment and is comprised of our Tri Pointe Connect mortgage financing operations, our Tri Pointe Assurance title and escrow services operations, and our Tri Pointe Advantage property and casualty insurance agency operations. For further details, see Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies.

Corporate is a non-operating segment that develops and implements company-wide strategic initiatives and provides support to our homebuilding reporting segments by centralizing certain administrative functions, such as marketing, legal, accounting, treasury, insurance, internal audit, risk management, information technology and human resources, to benefit from economies of scale. Our Corporate non-operating segment also includes general and administrative expenses related to operating our corporate headquarters. All of the expenses incurred by Corporate are allocated to each of the homebuilding reporting segments based on their respective percentage of revenues.

The reportable segments follow the same accounting policies used for our consolidated financial statements, as described in Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies. Operational results of each reportable segment are not necessarily indicative of the results that would have been achieved had the reportable segment been an independent, stand-alone entity during the periods presented.

- 10 -

Total revenues and income before income taxes for each of our reportable segments were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
West	$	690,577	$	544,168	$	1,921,817	$	1,550,905
Central	262,485		165,322		838,302		529,952
East	173,961		118,268		431,062		344,645
Total homebuilding revenues	1,127,023		827,758		3,191,181		2,425,502
Financial services	17,650		10,758		47,818		30,004
Total	$	1,144,673	$	838,516	$	3,238,999	$	2,455,506

Income before income taxes
West	$	92,261	$	60,965	$	255,643	$	186,372
Central	32,327		19,075		119,645		50,917
East	21,592		14,880		50,150		38,271
Total homebuilding income before income taxes	146,180		94,920		425,438		275,560
Financial services	5,367		4,631		15,918		10,641
Total	$	151,547	$	99,551	$	441,356	$	286,201

Total real estate inventories and total assets for each of our reportable segments, as of the date indicated, were as follows (in thousands):


	September 30, 2024		December 31, 2023
Real estate inventories
West	$	2,159,917	$	2,209,113
Central	813,793		762,051
East	438,923		366,319
Total	$	3,412,633	$	3,337,483

Total assets(1)
West	$	2,430,880	$	2,557,608
Central	985,021		947,200
East	483,872		421,630
Corporate	742,483		941,824
Total homebuilding assets	4,642,256		4,868,262
Financial services	136,999		46,326
Total	$	4,779,255	$	4,914,588

__________

(1) Total assets as of September 30, 2024 and December 31, 2023 includes $139.3 million of goodwill, with $125.4 million included in the West segment, $8.3 million included in the Central segment and $5.6 million included in the East segment. Total Corporate assets as of September 30, 2024 and December 31, 2023 includes our Tri Pointe Homes trade name. For further details on goodwill and our intangible assets, see Note 8, Goodwill and Other Intangible Assets.

3. Earnings Per Share

The following table sets forth the components used in the computation of basic and diluted earnings per share (in thousands, except share and per share amounts):

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net income available to common stockholders	$	111,759	$	75,402	$	328,816	$	210,868
Denominator:
Basic weighted-average shares outstanding	93,600,678		98,018,498		94,294,800		99,534,570
Effect of dilutive shares:
Stock options and unvested restricted stock units	1,039,533		1,011,712		786,373		923,787
Diluted weighted-average shares outstanding	94,640,211		99,030,210		95,081,173		100,458,357
Earnings per share
Basic	$	1.19	$	0.77	$	3.49	$	2.12
Diluted	$	1.18	$	0.76	$	3.46	$	2.10
Antidilutive stock options and unvested restricted stock units not included in diluted earnings per share	1,119,501		2,605,025		1,426,229		2,692,950

4. Receivables

Receivables consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Escrow proceeds and other accounts receivable, net	$	47,718	$	158,622
Warranty insurance receivable (Note 13)	66,007		66,014
Total receivables	$	113,725	$	224,636

Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables based on an expected credit loss approach. Receivables were net of allowances for doubtful accounts of $436,000 as of both September 30, 2024 and December 31, 2023.

5. Real Estate Inventories

Real estate inventories consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Real estate inventories owned:
Homes completed or under construction	$	1,540,492	$	1,402,762
Land under development	1,203,923		1,299,074
Land held for future development	156,394		153,615
Model homes	288,079		306,565
Total real estate inventories owned	3,188,888		3,162,016
Real estate inventories not owned:
Land purchase and land option deposits	223,745		175,467

Total real estate inventories not owned	223,745		175,467
Total real estate inventories	$	3,412,633	$	3,337,483

Homes completed or under construction is comprised of costs associated with homes in various stages of construction and includes direct construction and related land acquisition and land development costs. Land under development primarily consists of land acquisition and land development costs, which include capitalized interest and real estate taxes, associated with land undergoing improvement activity. Land held for future development principally reflects land acquisition and land development costs related to land where development activity has not yet begun or has been suspended, but is expected to occur in the future.

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Real estate inventories not owned represents deposits related to land purchase and land and lot option agreements. For further details, see Note 7, Variable Interest Entities.

Interest incurred, capitalized and expensed were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Interest incurred	$	25,253	$	36,919	$	91,787	$	111,792
Interest capitalized	(25,253)		(36,919)		(91,787)		(111,792)
Interest expensed	$	—	$	—	$	—	$	—
Capitalized interest in beginning inventory	$	218,171	$	220,352	$	221,647	$	191,411
Interest capitalized as a cost of inventory	25,253		36,919		91,787		111,792
Interest previously capitalized as a cost of inventory, included in cost of sales	(38,762)		(27,264)		(108,772)		(73,196)
Capitalized interest in ending inventory	$	204,662	$	230,007	$	204,662	$	230,007

Interest is capitalized to real estate inventory during development and other qualifying activities. During all periods presented, we capitalized all interest incurred to real estate inventory in accordance with ASC Topic 835, Interest, as our qualified assets exceeded our debt. Interest that is capitalized to real estate inventory is included in cost of home sales or cost of land and lot sales as related units or lots are delivered. Interest that is expensed as incurred is included in other (expense) income, net.

Real Estate Inventory Impairments and Land Option Abandonments

Real estate inventory impairments and land and lot option abandonments and pre-acquisition charges consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Real estate inventory impairments	$	—	$	—	$	—	$	11,500
Land and lot option abandonments and pre-acquisition charges	1,074		197		2,444		1,175
Total	$	1,074	$	197	$	2,444	$	12,675

Impairments of real estate inventory relate primarily to projects or communities that include homes completed or under construction. During the nine months ended September 30, 2023, we recorded a real estate inventory impairment charge of $11.5 million related to one active community in the West segment where the carrying value of the community exceeded the fair value based on a discounted cash flows analysis. The discount rate used to calculate fair value was 10%. We considered both market risk and community-specific risk to arrive at a discount rate appropriate for the level of total risk associated with this community.

In addition to owning land and residential lots, we also have option agreements to purchase land and lots at a future date. We have option deposits and capitalized pre-acquisition costs associated with the optioned land and lots. When the economics of a project no longer support acquisition of the land or lots under option, we may elect not to move forward with the acquisition. Option deposits and capitalized pre-acquisition costs associated with the assets under option may be forfeited at that time.

Real estate inventory impairments and land option abandonments are recorded in cost of home sales in the consolidated statements of operations.

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6. Investments in Unconsolidated Entities

As of September 30, 2024, we held equity investments in fourteen active partnerships or limited liability companies. Our participation in these entities may be as a developer, a builder, or an investment partner. Our ownership percentage varies from 8% to 50%, depending on the investment, with no controlling interest held in any of these investments.

Aggregated assets, liabilities and equity of the entities we account for as equity-method investments are as follows (in thousands):


	September 30, 2024		December 31, 2023
Assets
Cash	$	46,185	$	35,308
Receivables	105,645		38,839
Real estate inventories	400,317		450,097
Other assets	6,584		27,632
Total assets	$	558,731	$	551,876
Liabilities and equity
Debt obligations and other liabilities	$	148,610	$	155,616
Company’s equity	130,798		131,824
Outside interests’ equity	279,323		264,436
Total liabilities and equity	$	558,731	$	551,876

Guarantees

The unconsolidated entities in which we hold an equity investment generally finance their activities with a combination of equity and secured project debt financing. We have, and in some cases our joint venture partner has, guaranteed portions of the loan obligations for some of the homebuilding partnerships or limited liability companies, which may include any or all of the following: (i) project completion; (ii) remargin obligations; and (iii) environmental indemnities.

In circumstances in which we have entered into joint and several guarantees with our joint venture partner, we generally seek to implement a reimbursement agreement with our partner that provides that neither party is responsible for more than its proportionate share or agreed-upon share of the guaranteed obligations. In the event our joint venture partner does not have adequate financial resources to meet its obligations under such a reimbursement agreement, or otherwise fails to satisfy its obligations thereunder, we may be responsible for more than our proportionate share of any obligations under such guarantees.

As of September 30, 2024 and December 31, 2023, we have not recorded any liabilities for these obligations and guarantees, as the fair value of the related joint venture real estate assets exceeded the threshold where a remargin payment would be required and no other obligations under the guarantees existed as of such time. At September 30, 2024 and December 31, 2023, aggregate outstanding debt for unconsolidated entities, included in the “Debt obligations and other liabilities” line of the aggregated assets, liabilities and equity shown in the table above, was $124.1 million and $125.9 million, respectively.

Aggregated results of operations from unconsolidated entities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	42,183	$	17,588	$	106,097	$	77,483
Other operating expense	(42,306)		(17,422)		(103,657)		(76,361)
Other income (expense), net	24		100		849		94
Net income	$	(99)	$	266	$	3,289	$	1,216
Company’s equity in income of unconsolidated entities	$	227	$	3	$	383	$	272

The aggregate results of operations from unconsolidated entities include related party transactions with the Company. When we purchase land from a joint venture in which we are a partner, such transactions are reflected as net sales in the joint ventures’ operating results, with any profit eliminated in the consolidated financial statements. Additionally, when we act as the general partner or managing member, we earn an immaterial, market-based administrative fee for services provided, which is

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reflected as other operating expense in the joint ventures’ operating results, and as other income (expense) on our consolidated statements of operations.

7. Variable Interest Entities

Land and Lot Option Agreements

In the ordinary course of business, we enter into land and lot option agreements in order to procure land and residential lots for future development and the construction of homes. The use of such land and lot option agreements generally allows us to reduce the risks associated with direct land ownership and development, and reduces our capital and financial commitments. Pursuant to these land and lot option agreements, we generally provide a deposit to the seller as consideration for the right to purchase land at different times in the future, usually at predetermined prices. These deposits are recorded as land purchase and land option deposits under real estate inventories not owned on the accompanying consolidated balance sheets.

We analyze each of our land and lot option agreements and other similar contracts under the provisions of Accounting Standards Topic 810 (“ASC 810”), Consolidation to determine whether the land seller is a VIE and, if so, whether we are the primary beneficiary. Although we do not have legal title to the underlying land, if we are determined to be the primary beneficiary of the VIE, we will consolidate the VIE in our financial statements and reflect its assets as real estate inventory not owned included in our real estate inventories, its liabilities as debt (nonrecourse) held by VIEs in accrued expenses and other liabilities and the net equity of the VIE owners as noncontrolling interests on our consolidated balance sheets. In determining whether we are the primary beneficiary, we consider, among other things, whether we have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Such activities would include, among other things, determining or limiting the scope or purpose of the VIE, selling or transferring property owned or controlled by the VIE, or arranging financing for the VIE.

Creditors of the entities with which we have land and lot option agreements have no recourse against us. The maximum exposure to loss under our land and lot option agreements is generally limited to non-refundable option deposits and any capitalized pre-acquisition costs. In some cases, we have also contracted to complete development work at a fixed cost on behalf of the landowner and budget shortfalls and savings will be borne by us. Additionally, we have entered into land banking arrangements which require us to complete development work even if we terminate the option to procure land or lots.

The following provides a summary of our interests in land and lot option agreements (in thousands):


	September 30, 2024						December 31, 2023
	Deposits		Remaining Purchase Price		Consolidated Inventory Held by VIEs		Deposits		Remaining Purchase Price		Consolidated Inventory Held by VIEs

Unconsolidated VIEs	$	205,505	$	1,816,726	N/A		$	159,164	$	1,017,791	N/A
Other land option agreements	18,240		240,021		N/A		16,303		189,007		N/A
Total	$	223,745	$	2,056,747	$	—	$	175,467	$	1,206,798	$	—

Unconsolidated VIEs represent land option agreements that were not consolidated because we were not the primary beneficiary. Other land option agreements were not with VIEs.

In addition to the deposits presented in the table above, our exposure to loss related to our land and lot option contracts consisted of capitalized pre-acquisition costs of $12.0 million and $9.5 million as of September 30, 2024 and December 31, 2023, respectively. These pre-acquisition costs are included in real estate inventories as land under development on our consolidated balance sheets.

8. Goodwill and Other Intangible Assets

As of September 30, 2024 and December 31, 2023, $139.3 million of goodwill is included in goodwill and other intangible assets, net on each of the consolidated balance sheets, which was recorded in connection with our merger with Weyerhaeuser Real Estate Company (“WRECO”) in 2014. In addition, as of September 30, 2024 and December 31, 2023, we have one intangible asset with a carrying amount of $17.3 million comprised of a Tri Pointe Homes trade name, which has an indefinite useful life and is non-amortizing, resulting from the acquisition of WRECO in 2014.

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Goodwill and other intangible assets are evaluated for impairment on an annual basis, or more frequently if indicators of impairment exist.

9. Other Assets

Other assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Prepaid expenses	$	15,612	$	8,462
Refundable fees and other deposits	9,016		8,726
Development rights, held for future use or sale	1,192		1,192
Deferred loan costs—loans payable	3,996		5,089
Operating properties and equipment, net	61,285		66,284
Lease right-of-use assets	63,584		66,404
Income tax receivable	13,051		—
Other	3,736		936
Total	$	171,472	$	157,093

10. Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll and related costs	$	62,427	$	68,575
Warranty reserves (Note 13)	107,307		106,993
Estimated cost for completion of real estate inventories	122,299		108,175
Customer deposits	55,213		43,991
Accrued income taxes payable	5,073		23,138

Accrued interest	14,860		8,470

Other tax liability	3,494		2,976
Lease liabilities	77,419		78,782
Other	8,326		12,431
Total	$	456,418	$	453,531

11. Senior Notes, Loans Payable and Mortgage Repurchase Facilities

Senior Notes

The Company’s outstanding senior notes (together, the “Senior Notes”) consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
5.875% Senior Notes due June 15, 2024	$	—	$	450,000
5.250% Senior Notes due June 1, 2027	300,000		300,000
5.700% Senior Notes due June 15, 2028	350,000		350,000
Discount and deferred loan costs	(3,720)		(5,751)
Total	$	646,280	$	1,094,249

In June 2020, Tri Pointe issued $350 million aggregate principal amount of 5.700% Senior Notes due 2028 (the “2028 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $345.2 million, after debt issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and interest is paid semiannually in arrears on June 15 and December 15 of each year until maturity.

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In June 2017, Tri Pointe issued $300 million aggregate principal amount of 5.250% Senior Notes due 2027 (the “2027 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1 of each year until maturity.

Tri Pointe and its wholly owned subsidiary, Tri Pointe Homes Holdings, Inc., were co-issuers of the $450 million aggregate principal amount 5.875% Senior Notes due 2024 (the “2024 Notes”). The 2024 Notes were issued at 98.15% of their aggregate principal amount in June of 2014. The net proceeds from the offering of the 2024 Notes was $429.0 million, after debt issuance costs and discounts. The 2024 Notes were scheduled to mature on June 15, 2024; however, on May 15, 2024, we redeemed the entire outstanding principal amount of the 2024 Notes at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon to the redemption date.

As of September 30, 2024 and December 31, 2023, there were $3.7 million and $5.2 million of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheet, related to the Senior Notes that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $11.1 million and $3.2 million as of September 30, 2024 and December 31, 2023, respectively.

Loans Payable

The Company’s outstanding loans payable consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Term loan facility	$	250,000	$	250,000
Seller financed loans	25,914		38,337
Total	$	275,914	$	288,337

On December 15, 2023, we entered into a Fourth Modification Agreement (the “Fourth Modification”) to our Second Amended and Restated Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”). The Fourth Modification, among other things, amends the Credit Agreement to exclude (i) certain indebtedness of the Company’s financial services subsidiaries for purposes of calculating the Company’s “Leverage Ratio” (as defined in the Credit Agreement), and (ii) the Company’s financial services subsidiaries from the determination of “Consolidated EBITDA” (as defined in the Credit Agreement), as well as any interest obligations of the Company’s financial services subsidiaries, for purposes of calculating the Company’s “Interest Coverage Ratio” (as defined in the Credit Agreement). The Credit Facility (as defined below), consists of a $750 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). Both the Revolving Facility and the Term Facility mature on June 29, 2027. We may increase the Credit Facility to not more than $1.2 billion in the aggregate, at our request, upon satisfaction of specified conditions. We may borrow under the Revolving Facility in the ordinary course of business to repay senior notes and fund our operations, including our land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates under the Revolving Facility will be based on the Secured Overnight Financing Rate (“SOFR”), plus a spread ranging from 1.25% to 1.90%, depending on the Company’s leverage ratio. Interest rates under the Term Facility will be based on SOFR, plus a spread ranging from 1.10% to 1.85%, depending on the Company’s leverage ratio.

As of September 30, 2024, we had no outstanding debt under the Revolving Facility and there was $698.1 million of availability after considering the borrowing base provisions and outstanding letters of credit. As of September 30, 2024, we had $250 million of outstanding debt under the Term Facility with an interest rate of 5.93%. As of September 30, 2024, there were $4.0 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility. Accrued interest, including loan commitment fees, related to the Credit Facility was $1.8 million and $1.6 million as of September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, we had outstanding letters of credit of $51.9 million and $52.3 million, respectively. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.

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as of December 31, 2023, accrues interest at an imputed interest rate of 4.50% per annum. The second seller-financed loan represented $420,000 of the total balance as of September 30, 2024 and $910,000 as of December 31, 2023, respectively.

Mortgage Repurchase Facilities

Between March 2024 and May 2024, Tri Pointe Connect entered into three Master Repurchase Agreements totaling $380 million (“Repurchase Agreements”). The Repurchase Agreements contain various affirmative and negative covenants applicable to Tri Pointe Connect, including thresholds related to net worth, net income, liquidity, and profitability. As of September 30, 2024, Tri Pointe Connect had $75.5 million of outstanding debt related to the Repurchase Agreements at a weighted-average interest rate of 6.9%, and $204.5 million of remaining capacity under the Repurchase Agreements. Tri Pointe Connect was in compliance with all covenants and requirements as of September 30, 2024.

The following table provides a summary of our Repurchase Agreements as of September 30, 2024 ($ in thousands):

Facility

Outstanding Balance

Facility Amount

Interest Rate

Expiration Date

Collateral (1)

Warehouse A

37,528

80,000

Term SOFR + 1.75%

3/11/2025

Mortgage Loans

Warehouse B

—

100,000

Term SOFR + 1.75%

5/28/2025

Mortgage Loans

Warehouse C (2)

37,937

50,000

Term SOFR + 1.75%

5/30/2025

Mortgage Loans

Warehouse C (2)

—

50,000

Term SOFR + 1.75%

On Demand

Mortgage Loans

Total

75,465

280,000

__________

(1) Mortgage loans held for sale consist of single-family residential loans collateralized by the underlying property. Generally, all of the loans originated by us are sold in the secondary mortgage market within 30 days after origination. As of September 30, 2024, mortgage loans held for sale had an aggregate fair value of $80.1 million.

(2) Warehouse C is a $100 million facility, of which $50 million is committed and $50 million is uncommitted.

Interest Incurred

During the three months ended September 30, 2024 and 2023, the Company incurred interest of $25.3 million and $36.9 million, respectively, related to all debt and land banking arrangements. Included in interest incurred are amortization of deferred financing and Senior Note discount costs of $610,000 and $1.3 million for the three months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024 and 2023, the Company incurred interest of $91.8 million and $111.8 million, respectively, related to all debt and land banking arrangements and amortization of deferred financing and Senior Note discount costs of $3.1 million and $3.8 million for the nine months ended September 30, 2024 and 2023, respectively. Accrued interest related to all outstanding debt at September 30, 2024 and December 31, 2023 was $14.9 million and $8.5 million, respectively.

Covenant Requirements

The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.

Under the Credit Facility, the Company is required to comply with certain financial covenants, including those relating to consolidated tangible net worth, leverage, liquidity or interest coverage, and a spec unit inventory test. The Credit Facility also requires that at least 95.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.

The Company was in compliance with all applicable financial covenants as of September 30, 2024 and December 31, 2023.

12. Fair Value Disclosures

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures, defines “fair value” as the price that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at measurement date and requires assets and liabilities carried at fair value to be classified and disclosed in the following three categories:

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•Level 1—Quoted prices for identical instruments in active markets

•Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets at measurement date

•Level 3—Valuations derived from techniques where one or more significant inputs or significant value drivers are unobservable in active markets at measurement date

Fair Value of Financial Instruments

A summary of assets and liabilities at September 30, 2024 and December 31, 2023, related to our financial instruments, is set forth below (in thousands):


		September 30, 2024				December 31, 2023
	Hierarchy	Book Value		Fair Value		Book Value		Fair Value
Senior Notes(1)	Level 2	$	650,000	$	653,925	$	1,099,489	$	1,066,835

Term loan(2)	Level 2	$	250,000	$	250,000	$	250,000	$	250,000
Seller financed loans(3)	Level 2	$	25,914	$	25,914	$	38,337	$	38,337
Mortgage loans held for sale(4)	Level 2	$	80,071	$	80,071	$	—	$	—
Mortgage repurchase facilities(5)	Level 2	$	75,465	$	75,465	$	—	$	—

__________

(1)The book value of the Senior Notes is net of discounts for December 31, 2023, excluding deferred loan costs of $5.2 million. The estimated fair value of the Senior Notes at September 30, 2024 and December 31, 2023 is based on quoted market prices.

(2)The estimated fair value of the Term Loan Facility as of September 30, 2024 and December 31, 2023 approximated book value due to the variable interest rate terms of this loan.

(3)The estimated fair value of our seller financed loans as of September 30, 2024 and December 31, 2023 approximated book value due to the short term nature of these loans.

(4)The estimated fair value for mortgage loans held for sale are determined based on quoted market prices, and are measured at fair value on a recurring basis, with changes in fair value recognized in our consolidated statements of operations.

(5)The estimated fair value of our mortgage repurchase facilities approximated book value due to the short term nature of these maturities.

At September 30, 2024 and December 31, 2023, the carrying value of cash and cash equivalents and receivables approximated fair value due to their short-term nature.

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Fair Value of Nonfinancial Assets

Nonfinancial assets include items such as real estate inventories and long-lived assets that are measured at fair value on a nonrecurring basis when events and circumstances indicating the carrying value is not recoverable. The following table presents impairment charges and the remaining net fair value for nonfinancial assets that were measured during the periods presented (in thousands):


		Nine Months Ended September 30, 2024				Year Ended December 31, 2023
	Hierarchy	Impairment Charge		Fair Value Net of Impairment		Impairment Charge		Fair Value Net of Impairment
Real estate inventories (1)	Level 3	$	—	$	—	$	11,500	$	39,970

__________

(1) Fair value of real estate inventories, net of impairment charges represents only those assets whose carrying values were adjusted to fair value in the respective periods presented. Fair Value Net of Impairment represents the fair value of the real estate inventories, net of the impairment charge, as of the date that the fair value measurements were made. The carrying value for these real estate inventories subsequently changed from the fair value reflected due to activity that occurred since the measurement date.

The impairment charge recorded during the year ended December 31, 2023 related to one community in the West reporting segment where the carrying value exceeded the fair value based on a discounted cash flow analysis. For further details, see Note 5, Real Estate Inventories.

13. Commitments and Contingencies

Legal Matters

Lawsuits, claims and proceedings have been and may be instituted or asserted against us in the normal course of business, including actions brought on behalf of various classes of claimants. We are also subject to local, state and federal laws and regulations related to land development activities, house construction standards, sales practices, employment practices, environmental protection and financial services. As a result, we are subject to periodic examinations or inquiry by agencies administering these laws and regulations.

We record a reserve for potential legal claims and regulatory matters when they are probable of occurring and a potential loss is reasonably estimable. We accrue for these matters based on facts and circumstances specific to each matter and revise these estimates when necessary. In view of the inherent difficulty of predicting outcomes of legal claims and related contingencies, we generally cannot predict their ultimate resolution, related timing or eventual loss. Accordingly, it is possible that the ultimate outcome of any matter, if in excess of a related accrual or if no accrual was made, could be material to our financial statements. For matters as to which the Company believes a loss is probable and reasonably estimable, we had zero legal reserves as of September 30, 2024 and December 31, 2023, respectively.

Warranty

Warranty reserves are accrued as home deliveries occur. Our warranty reserves on homes delivered will vary based on product type and geographic area and also depending on state and local laws. The warranty reserve is included in accrued expenses and other liabilities on our consolidated balance sheets and represents expected future costs based on our historical experience over previous years. Estimated warranty costs are charged to cost of home sales in the period in which the related home sales revenue is recognized.

We maintain general liability insurance designed to protect us against a portion of our risk of loss from warranty and construction defect-related claims. We also generally require our subcontractors and design professionals to indemnify us for liabilities arising from their work, subject to various limitations. However, such indemnity is significantly limited with respect to certain subcontractors that are added to our general liability insurance policy.

Our warranty reserve and related estimated insurance recoveries are based on actuarial analysis that uses our historical claim and expense data, as well as industry data to estimate these overall costs and related recoveries. Key assumptions used in developing these estimates include claim frequencies, severities and resolution patterns, which can occur over an extended period of time. Our warranty reserve may also include an estimate of future fit and finish warranty claims to the extent not contemplated in the actuarial analysis. These estimates are subject to variability due to the length of time between the delivery of a home to a homebuyer and when a warranty or construction defect claim is made, and the ultimate resolution of such claim;

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uncertainties regarding such claims relative to our markets and the types of product we build; and legal or regulatory actions and/or interpretations, among other factors. Due to the degree of judgment involved and the potential for variability in these underlying assumptions, our actual future costs could differ from those estimated. There can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers, that we will be able to renew our insurance coverage or renew it at reasonable rates, that we will not be liable for damages, cost of repairs, and/or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims or that claims will not arise out of uninsurable events or circumstances not covered by insurance and not subject to effective indemnification agreements with certain subcontractors.

We also record expected recoveries from insurance carriers based on actual insurance claims made and actuarially determined amounts that depend on various factors, including the above-described reserve estimates, our insurance policy coverage limits for the applicable policy years and historical recovery rates. Because of the inherent uncertainty and variability in these assumptions, our actual insurance recoveries could differ significantly from amounts currently estimated. Outstanding warranty insurance receivables was $66.0 million as of both September 30, 2024 and December 31, 2023. Warranty insurance receivables are recorded in receivables on the accompanying consolidated balance sheets.

Warranty reserve activity consisted of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Warranty reserves, beginning of period	$	107,196	$	99,243	$	106,993	$	104,375
Warranty reserves accrued	9,491		6,337		27,225		18,523

Warranty expenditures	(9,380)		(10,471)		(26,911)		(27,789)
Warranty reserves, end of period	$	107,307	$	95,109	$	107,307	$	95,109

Performance Bonds

We obtain surety bonds in the normal course of business to ensure completion of certain infrastructure improvements of our projects. The beneficiaries of the bonds are various municipalities. As of September 30, 2024 and December 31, 2023, the Company had outstanding surety bonds totaling $755.4 million and $697.2 million, respectively. As of September 30, 2024 and December 31, 2023, our estimated cost to complete obligations related to these surety bonds was $433.8 million and $435.9 million, respectively.

Lease Obligations

Under ASC 842 we recognize a right-of-use lease asset and a lease liability for contracts deemed to contain a lease at the inception of the contract. Our lease population is fully comprised of operating leases, which are now recorded at the net present value of future lease obligations existing at each balance sheet date. At the inception of a lease, or if a lease is subsequently modified, we determine whether the lease is an operating or financing lease. Key estimates involved with ASC 842 include the discount rate used to measure our future lease obligations and the lease term, where considerations include renewal options and intent to renew. Lease right-of-use assets are included in other assets and lease liabilities are included in accrued expenses and other liabilities on our consolidated balance sheet.

Operating Leases

We lease certain property and equipment under non-cancelable operating leases. Office leases are for terms of up to ten years and generally provide renewal options. In most cases, we expect that, in the normal course of business, leases that expire will be renewed or replaced by other leases. Equipment leases are typically for terms of three to four years.

Ground Leases

In 1987, we obtained two 55-year ground leases of commercial property that provided for three renewal options of ten years each and one 45-year renewal option. We exercised the three 10-year extensions on one of these ground leases to extend the lease through 2071. The commercial buildings on these properties have been sold and the ground leases have been sublet to the buyers.

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For one of these leases, we are responsible for making lease payments to the landowner, and we collect sublease payments from the buyers of the buildings. This ground lease has been subleased through 2041 to the buyers of the commercial buildings. For the second lease, the buyers of the buildings are responsible for making lease payments directly to the landowner, however, we have guaranteed the performance of the buyers/lessees. See below for additional information on leases (dollars in thousands):


	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Lease Cost
Operating lease cost (included in SG&A expense)	$	3,124	$	2,555	$	9,028	$	7,808
Ground lease cost (included in other operations expense)	765		724		2,295		2,170
Sublease income, operating leases	—		—		—		—
Sublease income, ground leases (included in other operations revenue)	(776)		(734)		(2,329)		(2,202)
Net lease cost	$	3,113	$	2,545	$	8,994	$	7,776

Other information
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease cash flows (included in operating cash flows)	$	2,842	$	2,407	$	8,754	$	7,279
Ground lease cash flows (included in operating cash flows)	$	664	$	663	$	1,990	$	1,990
Right-of-use assets obtained in exchange for new operating lease liabilities	$	726	$	1,804	$	5,990	$	3,820


	September 30, 2024		December 31, 2023
Weighted-average discount rate:
Operating leases	4.9	%	4.9	%
Ground leases	10.2	%	10.2	%
Weighted-average remaining lease term (in years):
Operating leases	5.9		6.3
Ground leases	43.7		44.4

The future minimum lease payments under our operating leases are as follows (in thousands):


	Property, Equipment and Other Leases		Ground Leases (1)
Remaining in 2024	$	2,368	$	809
2025	11,402		3,237
2026	10,371		3,237
2027	9,094		3,237
2028	8,529		3,237
Thereafter	15,772		75,403
Total lease payments	$	57,536	$	89,160
Less: Interest	7,864		61,413
Present value of operating lease liabilities	$	49,672	$	27,747

__________

(1) Ground leases are fully subleased through 2041, representing $55.3 million of the $89.2 million future ground lease obligations.

14. Stock-Based Compensation

2022 Long-Term Incentive Plan

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On April 20, 2022, our stockholders approved the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (the “2022 Plan”), which had been previously approved by our board of directors. The 2022 Plan replaced the Company’s prior stock compensation plan, the TRI Pointe Group, Inc. Amended and Restated 2013 Long-Term Incentive Plan (the “2013 Plan”). The 2022 Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, restricted stock, restricted stock units, bonus stock and performance awards. The 2022 Plan will automatically expire on the tenth anniversary of its effective date. Our board of directors may terminate or amend the 2022 Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation.

The number of shares of our common stock that may be issued under the 2022 Plan is 7,500,000 shares. No new awards have been or will be granted under the 2013 Plan from and after February 23, 2022. Any awards outstanding under the 2013 Plan will remain subject to and be paid under the 2013 Plan, and any shares subject to outstanding awards under the 2013 Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2022 Plan.

To the extent that shares of our common stock subject to an outstanding option, stock appreciation right, stock award or performance award granted under the 2022 Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or the settlement of such award in cash, then such shares of our common stock generally will again be available under the 2022 Plan. However, the 2022 Plan prohibits us from re-using shares that are tendered or surrendered to pay the exercise cost or tax obligation for stock options and stock appreciation rights.

As of September 30, 2024, there were 5,326,521 shares available for future grant under the 2022 Plan.

The following table presents compensation expense recognized related to all stock-based awards (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total stock-based compensation	$	8,708	$	6,989	$	24,327	$	15,012

Stock-based compensation is charged to general and administrative expense on the accompanying consolidated statements of operations. As of September 30, 2024, total unrecognized stock-based compensation expense related to all stock-based awards was $48.6 million and the weighted average term over which the expense was expected to be recognized was 1.4 years.

Summary of Stock Option Activity

The following table presents a summary of stock option awards for the nine months ended September 30, 2024:


	Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value (in thousands)
Options outstanding at December 31, 2023	66,043	$	15.76	0.2		$	1,297
Granted	—	—		—		—
Exercised	(66,043)	$	15.76	—		—
Forfeited	—	$	—	—		—
Options outstanding at September 30, 2024	—	$	—	$	—	$	—
Options exercisable at September 30, 2024	—	$	—	$	—	$	—

The intrinsic value of each stock option award outstanding or exercisable is the difference between the fair market value of the Company’s common stock at the end of the period and the exercise price of each stock option award to the extent it is considered “in-the-money”. A stock option award is considered to be “in-the-money” if the fair market value of the Company’s stock is greater than the exercise price of the stock option award. The aggregate intrinsic value of options outstanding and options exercisable represents the value that would have been received by the holders of stock option awards had they exercised their stock option award on the last trading day of the period and sold the underlying shares at the closing price on that day.

Summary of Restricted Stock Unit Activity

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The following table presents a summary of time-based and performance-based RSUs for the nine months ended September 30, 2024:


	Restricted Stock Units	Weighted Average Grant Date Fair Value Per Share
Nonvested RSUs at December 31, 2023	3,889,380	$	22.71
Granted	1,126,648	$	35.57
Vested	(1,220,474)	$	19.87
Forfeited	(240,955)	$	19.74
Nonvested RSUs at September 30, 2024	3,554,599	$	27.73

On February 21, 2024, the Company granted an aggregate of 430,887 time-based RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on February 21, 2024 was measured using a price of $35.51 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

On February 21, 2024, the Company granted an aggregate of 656,844 performance-based RSUs to the Company’s Chief Executive Officer, Chief Operating Officer and President, Chief Financial Officer, General Counsel, Chief Marketing Officer, Chief Human Resources Officer and division presidents. These performance-based RSUs are allocated to two separate performance metrics, as follows: (i) 50% to homebuilding revenue of the applicable Company division, and (ii) 50% to pre-tax earnings of the applicable Company division. The vesting, if at all, of these performance-based RSUs may range from 0% to 100% and will be based on the applicable Company division’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2024 to December 31, 2026. The fair value of these performance-based RSUs was measured using a price of $35.51 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.

On April 29, 2024, the Company granted an aggregate of 21,835 time-based RSUs to the non-employee members of its board of directors. The RSUs granted to the non-employee directors vest in their entirety on the day immediately prior to the Company’s 2025 annual meeting of stockholders. The fair value of each RSU granted on April 24, 2024 was measured using a price of $37.78 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

For the nine months ended September 30, 2024, the Company granted an aggregate of 17,082 time-based RSUs to certain employees not described above. The RSUs granted vest in equal installments annually beginning on anniversary of the grant date over a three-year period. The fair value of the RSUs granted were measured using the closing stock prices on the applicable date of each grant. Each award will be expensed on a straight-line basis over the vesting period.

On February 22, 2023, the Company granted an aggregate of 504,551 time-based RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on February 22, 2023 was measured using a price of $23.21 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

On February 22, 2023, the Company granted an aggregate of 704,408 performance-based RSUs to the Company’s Chief Executive Officer, Chief Operating Officer and President, Chief Financial Officer, General Counsel, Chief Marketing Officer, Chief Human Resources Officer and division presidents. These performance-based RSUs are allocated to two separate performance metrics, as follows: (i) 50% to homebuilding revenue of the applicable Company division, and (ii) 50% to pre-tax earnings of the applicable Company division. The vesting, if at all, of these performance-based RSUs may range from 0% to 100% and will be based on the applicable Company division’s percentage attainment of specified threshold, target and maximum performance goals. The performance period for these performance-based RSUs is January 1, 2023 to December 31, 2025. The fair value of these performance-based RSUs was measured using a price of $23.21 per share, which was the closing stock price on the date of grant. Each award will be expensed over the requisite service period.

On May 1, 2023, the Company granted an aggregate of 29,150 time-based RSUs to the non-employee members of its board of directors. The RSUs granted to the non-employee directors vest in their entirety on the day immediately prior to the Company’s 2024 annual meeting of stockholders. The fair value of each RSU granted on May 1, 2023 was measured using a

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price of $28.30 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

On December 26, 2023, the Company granted an aggregate of 364,215 time-based RSUs to the Company’s Chief Executive Officer, Chief Operating Officer and President, Chief Financial Officer, General Counsel, Chief Marketing Officer, and Chief Human Resources Officer. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on December 26, 2023 was measured using a price of $35.83 per share, which was the closing stock price on the date of grant. Each award will be expensed on a straight-line basis over the vesting period.

For the twelve months ended December 31, 2023, the Company granted an aggregate of 6,787 time-based RSUs to certain employees not described above. The RSUs granted vest in equal installments annually beginning on anniversary of the grant date over a three-year period. The fair value of the RSUs granted were measured using the closing stock prices on the applicable date of each grant. Each award will be expensed on a straight-line basis over the vesting period.

As RSUs vest for employees, a portion of the shares awarded is generally withheld to cover employee tax withholdings. As a result, the number of RSUs vested and the number of shares of Tri Pointe common stock issued will differ.

15. Income Taxes

We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statements and tax bases of assets and liabilities using enacted tax rates for the years in which taxes are expected to be paid or recovered. Each quarter we assess our deferred tax asset to determine whether all or any portion of the asset is more likely than not unrealizable under ASC 740. We are required to establish a valuation allowance for any portion of the asset we conclude is more likely than not to be unrealizable. Our assessment considers, among other things, the nature, frequency and severity of our current and cumulative losses, forecasts of our future taxable income, the duration of statutory carryforward periods and tax planning alternatives.

We had net deferred tax assets of $38.0 million as of both September 30, 2024 and December 31, 2023. We had a valuation allowance related to those net deferred tax assets of $3.4 million as of both September 30, 2024 and December 31, 2023. The Company will continue to evaluate both positive and negative evidence in determining the need for a valuation allowance against its deferred tax assets. Changes in positive and negative evidence, including differences between the Company’s future operating results and the estimates utilized in the determination of the valuation allowance, could result in changes in the Company’s estimate of the valuation allowance against its deferred tax assets. The accounting for deferred taxes is based upon estimates of future results. Differences between the anticipated and actual outcomes of these future results could have a material impact on the Company’s consolidated results of operations or financial position. Also, changes in existing federal and state tax laws and tax rates could affect future tax results and the valuation allowance against the Company’s deferred tax assets.

Our provision for income taxes totaled $39.8 million and $22.9 million for the three months ended September 30, 2024 and 2023, respectively and $112.6 million and $71.8 million for the nine months ended September 30, 2024 and 2023, respectively. The Company classifies any interest and penalties related to income taxes assessed by jurisdiction as part of income tax expense. The Company did not have any uncertain tax positions recorded as of September 30, 2024 and December 31, 2023. The Company has not been assessed interest or penalties by any major tax jurisdictions related to prior years.

The Company files income tax returns in the U.S., including federal and multiple state and local jurisdictions. We are

currently under examination by California for the 2020 and 2021 tax years. The outcome of this examination is not yet determinable.

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16. Supplemental Disclosure to Consolidated Statements of Cash Flows

The following are supplemental disclosures to the consolidated statements of cash flows (in thousands):


	Nine Months Ended September 30,
	2024		2023
Supplemental disclosure of cash flow information:
Interest paid (capitalized), net	$	(9,500)	$	(18,954)
Income taxes paid, net	$	38,572	$	7,919
Supplemental disclosures of noncash activities:
Increase in share repurchase excise tax accrual	$	672	$	1,065
Amortization of senior note discount capitalized to real estate inventory	$	511	$	791
Amortization of deferred loan costs capitalized to real estate inventory	$	2,599	$	2,985

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on our current intentions, beliefs, expectations and predictions for the future, and you should not place undue reliance on these statements. These statements use forward-looking terminology, are based on various assumptions made by us, and may not be accurate because of risks and uncertainties surrounding the assumptions that are made.

Factors listed in this section—as well as other factors not included—may cause actual results to differ significantly from the forward-looking statements included in this Quarterly Report on Form 10-Q. There is no guarantee that any of the events anticipated by the forward-looking statements in this Quarterly Report on Form 10-Q will occur, or if any of the events occurs, there is no guarantee what effect it will have on our operations, financial condition, or share price.

We undertake no, and hereby disclaim any, obligation to update or revise any forward-looking statements, unless required by law. However, we reserve the right to make such updates or revisions from time to time by press release, periodic report, or other method of public disclosure without the need for specific reference to this Quarterly Report on Form 10-Q. No such update or revision shall be deemed to indicate that other statements not addressed by such update or revision remain correct or create an obligation to provide any other updates or revisions.

Forward-Looking Statements

Forward-looking statements that are included in this Quarterly Report on Form 10-Q are generally accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or other words that convey the uncertainty of future events or outcomes. These forward-looking statements may include, but are not limited to, statements regarding our strategy, projections and estimates concerning the timing and success of specific projects and our future production, land and lot sales, the outcome of legal proceedings, the anticipated impact of natural disasters or contagious diseases on our operations, operational and financial results, including our estimates for growth, financial condition, sales prices, prospects and capital spending.

Risks, Uncertainties and Assumptions

The major risks and uncertainties—and assumptions that are made—that affect our business and may cause actual results to differ from these forward-looking statements include, but are not limited to:

•the effects of general economic conditions, including employment rates, housing starts, interest rate levels, home affordability, inflation, consumer sentiment, availability of financing for home mortgages and strength of the U.S. dollar;

•market demand for our products, which is related to the strength of the various U.S. business segments and U.S. and international economic conditions;

•the availability of desirable and reasonably priced land and our ability to control, purchase, hold and develop such parcels;

•access to adequate capital on acceptable terms;

•geographic concentration of our operations;

•levels of competition;

•the successful execution of our internal performance plans, including restructuring and cost reduction initiatives;

•the prices and availability of supply chain inputs, including raw materials, labor and home components;

•oil and other energy prices;

•the effects of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries;

•the effects of weather, including the occurrence of drought conditions in parts of the western United States;

•the risk of loss from earthquakes, volcanoes, fires, floods, droughts, windstorms, hurricanes, pest infestations and other natural disasters, and the risk of delays, reduced consumer demand, and shortages and price increases in labor or materials associated with such natural disasters;

•the risk of loss from acts of war, terrorism, civil unrest or public health emergencies, including outbreaks of contagious disease, such as COVID-19;

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•transportation costs;

•federal and state tax policies;

•the effects of land use, environment and other governmental laws and regulations;

•legal proceedings or disputes and the adequacy of reserves;

•risks relating to any unforeseen changes to or effects on liabilities, future capital expenditures, revenues, expenses, earnings, synergies, indebtedness, financial condition, losses and future prospects;

•changes in accounting principles;

•risks related to unauthorized access to our computer systems, theft of our homebuyers’ confidential information or other forms of cyber-attack; and

•other factors described in “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023 and in other filings we make with the Securities and Exchange Commission (“SEC”).

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related condensed notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The information contained in this Quarterly Report on Form 10-Q is not a complete description of our business or the risks associated with an investment in our securities. We urge investors to review and consider carefully the various disclosures made by us in this report and in our other reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 8-K, which discuss our business in greater detail. The section entitled “Risk Factors” set forth in Item 1A of our Annual Report on Form 10-K, and similar disclosures in our other SEC filings, discuss some of the important risk factors that may affect our business, results of operations and financial condition. Investors should carefully consider those risks, in addition to the information in this report and in our other filings with the SEC, before deciding to invest in, or maintain an investment in, our common stock.

Overview and Outlook

Market fundamentals, including a growing cohort of Millennial and Gen Z buyers and a structural incongruity between housing supply and demand, continue to support sustained growth in the housing sector. Notwithstanding, fluctuations driven by elevated mortgage rates, seasonality, and political and geopolitical factors tempered demand in the third quarter. In September, the FOMC implemented a 50-basis-point rate cut, signaling a shift toward a more accommodative monetary policy in the near term. While the FOMC rate does not directly determine mortgage rates, its easing decision likely will contribute to a downward trend in borrowing costs over time, potentially improving housing affordability and/or unlocking both buyer demand and seller activity. As mortgage rates have remained elevated, however, we continue to employ mortgage rate buydowns and strategic pricing adjustments to maintain sales momentum. Such incentives remain a crucial tool in addressing affordability challenges posed by higher mortgage rates and the rapid price appreciation that occurred during and subsequent to the COVID-19 pandemic. Looking ahead, our increased focus on speculative builds further supports these strategies, allowing us to meet the growing demand for quicker move-ins while enhancing operational efficiency.

The third quarter demonstrated strong financial performance across all reporting segments. We achieved a 32% increase in new home deliveries, reaching 1,619. This drove a 35% increase in home sales revenue to $1.1 billion. Enhanced pricing and cost management, along with broader operational improvements, led to a 23.3% homebuilding gross margin, representing a 100-basis-point improvement compared to the prior-year period. We also realized greater operating leverage, decreasing our sales and marketing and general and administrative (“SG&A”) expense as a percentage of home sales revenue to 10.8%. Ultimately, net income available to common stockholders rose 48% to $111.8 million, and diluted earnings per share rose 55% to $1.18. These results reflect the strong order demand we experienced throughout the first half of the year, coupled with our commitment to cost control and efficiency.

Net new home orders for the quarter were 1,252, on a monthly absorption rate of 2.8 orders per average selling community. Our backlog units and dollar value ended the quarter at 2,325 and $1.7 billion, respectively, positioning us well for a strong fourth quarter. Our increased spec strategy has allowed us to accelerate backlog turnover, and as we continue to execute on this approach, we anticipate some moderation in backlog levels. However, a faster conversion of units into deliveries enhances operational efficiency and supports sustained growth moving forward. Additionally, with a homebuilding debt-to-capital ratio of 22.1% and a net homebuilding debt-to-net capital of 7.0%, our strong balance sheet continues to provide the financial flexibility needed to support our growth initiatives.

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Consolidated Financial Data (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Homebuilding:
Home sales revenue	$	1,113,681	$	825,295	$	3,165,042	$	2,412,777
Land and lot sales revenue	12,552		1,714		23,780		10,506
Other operations revenue	790		749		2,359		2,219
Total revenues	1,127,023		827,758		3,191,181		2,425,502
Cost of home sales	854,499		641,074		2,427,484		1,881,191
Cost of land and lot sales	11,986		1,474		21,584		10,287
Other operations expense	765		724		2,295		2,171
Sales and marketing	53,744		42,874		160,772		127,977
General and administrative	66,734		58,359		185,809		158,949

Homebuilding income from operations	139,295		83,253		393,237		244,927
Equity in income of unconsolidated entities	227		3		383		272
Other income, net	6,658		11,664		31,818		30,361
Homebuilding income before income taxes	146,180		94,920		425,438		275,560
Financial Services:
Revenues	17,650		10,758		47,818		30,004
Expenses	12,283		6,127		31,900		19,363

Financial services income before income taxes	5,367		4,631		15,918		10,641
Income before income taxes	151,547		99,551		441,356		286,201
Provision for income taxes	(39,788)		(22,942)		(112,599)		(71,764)
Net income	111,759		76,609		328,757		214,437
Net (income) loss attributable to noncontrolling interests	—		(1,207)		59		(3,569)
Net income available to common stockholders	$	111,759	$	75,402	$	328,816	$	210,868
Earnings per share
Basic	$	1.19	$	0.77	$	3.49	$	2.12
Diluted	$	1.18	$	0.76	$	3.46	$	2.10

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by Segment


	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Percentage Change
	Net New Home Orders	Average Selling Communities	Monthly Absorption Rates	Net New Home Orders	Average Selling Communities	Monthly Absorption Rates	Net New Home Orders		Average Selling Communities		Monthly Absorption Rates
West	667	71.8	3.1	827	78.8	3.5	(19)	%	(9)	%	(11)	%
Central	404	60.7	2.2	493	58.5	2.8	(18)	%	4	%	(21)	%
East	181	17.5	3.4	193	17.5	3.7	(6)	%	—	%	(6)	%
Total	1,252	150.0	2.8	1,513	154.8	3.3	(17)	%	(3)	%	(15)	%

Net new home orders for the three months ended September 30, 2024 decreased by 261, or 17%, to 1,252, compared to 1,513 during the prior-year period. The decrease in net new home orders was due to a 15% decrease in monthly absorption rates and a 3% decrease in average selling communities. While order demand followed typical seasonal patterns, it was slightly slower than usual, which we attribute to a combination of elevated mortgage rates, election-related uncertainty, and the usual seasonal slowdown. These factors contributed to a more cautious buyer environment during the quarter.

Our West segment reported a 19% decrease in net new home orders due to an 11% decrease in monthly absorption rates and a 9% decrease in average selling communities. Despite declines in monthly absorption rates in a majority of our West

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markets, our monthly absorption rate of 3.1 remains strong and above the Company’s combined rate of 2.8. Our most challenged West markets were Sacramento and the Bay Area of California, where we achieved monthly absorption rates of 2.3 and 2.2, respectively. Our 9% decrease in average selling communities was due largely to activity in our Orange County-Los Angeles market, where our average community count has dropped by 45% as we continue to experience strong demand and successfully sell through communities at a pace that exceeds our current capacity for community openings. During the current quarter, we opened 9 new communities and closed out 14 communities in our West segment. Our Central segment reported an 18% decrease in net new home orders due to a 21% decrease in monthly absorption rates, offset by a 4% increase in average selling communities. Each of our Central markets experienced a decrease in monthly absorption rates, with the largest impact coming from our Colorado market, where we continue to experience weakened buyer interest and increased competitive pressures. Our East segment reported a 6% decrease in net new home orders due to a 6% decrease in monthly absorption rate. Despite this slowdown, we remain optimistic, as all of our markets in the East segment achieved a monthly absorption rate of 3.4 or higher for the quarter.

Backlog Units, Dollar Value and Average Sales Price by Segment (dollars in thousands)


	As of September 30, 2024					As of September 30, 2023					Percentage Change
	Backlog Units	Backlog Dollar Value		Average Sales Price		Backlog Units	Backlog Dollar Value		Average Sales Price		Backlog Units		Backlog Dollar Value		Average Sales Price
West	1,289	$	1,017,622	$	789	1,760	$	1,329,241	$	755	(27)	%	(23)	%	5	%
Central	689	409,907		595		827	487,975		590		(17)	%	(16)	%	1	%
East	347	304,061		876		468	300,103		641		(26)	%	1	%	37	%
Total	2,325	$	1,731,590	$	745	3,055	$	2,117,319	$	693	(24)	%	(18)	%	8	%

Backlog units reflect the number of homes, net of actual cancellations experienced during the period, for which we have entered into a sales contract with a homebuyer but for which we have not yet delivered the home. Homes in backlog are generally delivered within seven to ten months from the time the sales contract is entered into, although we may experience cancellations of sales contracts prior to delivery. Our cancellation rate of homebuyers who contracted to buy a home but cancelled prior to delivery of the home (as a percentage of overall orders) was 10% during each three-month period ended September 30, 2024 and 2023. The dollar value of backlog was $1.7 billion as of September 30, 2024 compared to $2.1 billion as of September 30, 2023. The average sales price in backlog increased 8% to $745,000 as of September 30, 2024, compared to $693,000 at September 30, 2023. This increase in average sales price can be attributed to a combination of factors, including the broad housing price resiliency, as evidenced by recent housing data indicating national home prices are at or near all-time high levels.

Backlog dollar value in our West segment decreased 23% due to a 27% decrease in backlog units, offset by a 5% increase in average sales price. The decrease in backlog units was largely due to a 10% decrease in net new home orders for the current year-to-date period, as demand during the current-year has moderated to a more normal level, compared to a slightly more robust prior-year period. The decrease in backlog units was further impacted by our 26% increase in deliveries over this same period, as we continue to execute our spec strategy, leading to more efficient backlog conversion. In our Central segment, backlog dollar value decreased by 16%, driven by a 17% decline in backlog units, partially offset by a 1% increase in average sales price. This reduction in backlog units was largely due to flat order activity year-to-date, coupled with a significant increase in deliveries as we executed our spec strategy and improved backlog conversion. In the East segment, backlog dollar value increased by 1%, driven by a 37% rise in average sales price, offset by a 26% decline in backlog units. Net new home orders in the East segment fell by 9% during the current nine-month period, and higher backlog conversion rates contributed to the reduction in backlog units. A 25% increase in home deliveries during the same period, along with strong backlog conversion, further lowered backlog units. The $235,000 increase in average sales price within the backlog was primarily due to growth in our Charlotte market and a higher proportion of units in the DC Metro market, where prices significantly exceed both segment and company averages.

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New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment (dollars in thousands)


	Three Months Ended September 30, 2024					Three Months Ended September 30, 2023					Percentage Change
	New Homes Delivered	Home Sales Revenue		Average Sales Price		New Homes Delivered	Home Sales Revenue		Average Sales Price		New Homes Delivered		Home Sales Revenue		Average Sales Price
West	918	$	683,243	$	744	743	$	543,398	$	731	24	%	26	%	2	%
Central	455	256,480		564		304	163,629		538		50	%	57	%	5	%
East	246	173,958		707		176	118,268		672		40	%	47	%	5	%
Total	1,619	$	1,113,681	$	688	1,223	$	825,295	$	675	32	%	35	%	2	%

Home sales revenue increased $288.4 million to $1.1 billion for the three months ended September 30, 2024 compared to the prior-year period. The increase was comprised of $267.3 million related to a 396-unit increase in new homes delivered in the three months ended September 30, 2024, offset by a $21.0 million decrease related to a $13,000 increase in average sales price for the three months ended September 30, 2024. We experienced significantly stronger order demand in the second half of 2023 compared to 2022, which helped propel our backlog units and dollar value by 58% and 38%, respectively, heading into the current-year period compared to the prior-year period. This increased backlog elevated our delivery potential in the current-year period, and our seasonally strong backlog conversion ratio of 60% helped drive our delivery and home sales revenue growth. Our strategy to increase specs further supported this strong conversion rate, enabling us to capture more deliveries and contribute to overall growth.

Home sales revenue in our West segment increased 26% due to a 24% increase in new homes delivered and a 2% increase in average sales price during the current-year period. The rise in deliveries reflects a higher backlog at the start of the current-year period compared to the prior year. Home sales revenue in our Central segment increased 57% due to a 50% increase in new homes delivered and a 5% increase in average sales price. The increase in new homes delivered was due to a significant increase in backlog units to start the current-year period compared to the prior-year period. The average sales price in this segment benefited from strong market conditions in Houston and Dallas-Fort Worth, supporting stronger pricing power. Home sales revenue in our East segment increased by 47% due to a 40% increase in new homes delivered and a 5% increase in average sales price, driven by higher opening backlog and seasonally strong backlog conversion.

Homebuilding Gross Margins (dollars in thousands)


	Three Months Ended September 30,
	2024			%		2023			%
Home sales revenue	$	1,113,681		100.0	%	$	825,295		100.0	%
Cost of home sales	854,499			76.7	%	641,074			77.7	%
Homebuilding gross margin	259,182			23.3	%	184,221			22.3	%
Add: interest in cost of home sales	37,687			3.4	%	27,035			3.3	%
Add: impairments and lot option abandonments	1,074			0.1	%	197			0.0	%
Adjusted homebuilding gross margin(1)	$	297,943		26.8	%	$	211,453		25.6	%
Homebuilding gross margin percentage	23.3		%			22.3		%
Adjusted homebuilding gross margin percentage(1)	26.8		%			25.6		%

__________

(1)Non-GAAP financial measure (as discussed below).

Our homebuilding gross margin percentage increased to 23.3% for the three months ended September 30, 2024 compared to 22.3% for the prior-year period. This increase is primarily attributed to reduced incentives in the current-year period compared to the prior-year, during which demand had weakened significantly due to the onset of the rate-hiking cycle. As mortgage rates have remained elevated for an extended period, we have seen a gradual reduction in the need for incentives during the first half of the year, which has positively impacted our gross margins this quarter. Additionally, a shift in our revenue mix, with a higher contribution from our Central and East segments, has further improved gross margins. Excluding interest, impairments and lot option abandonments in cost of home sales, adjusted homebuilding gross margin percentage was 26.8% for the three months ended September 30, 2024 compared to 25.6% for the prior-year period.

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comparisons with our competitors, who adjust gross margins in a similar fashion. Because adjusted homebuilding gross margin is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the most directly comparable GAAP measure.

Sales and Marketing, General and Administrative Expense (dollars in thousands)


	Three Months Ended September 30,				As a Percentage of Home Sales Revenue
	2024		2023		2024		2023
Sales and marketing	$	53,744	$	42,874	4.8	%	5.2	%
General and administrative (G&A)	66,734		58,359		6.0	%	7.1	%
Total sales and marketing and G&A	$	120,478	$	101,233	10.8	%	12.3	%

Total SG&A expense as a percentage of home sales revenue decreased to 10.8% for the three months ended September 30, 2024, compared to 12.3% in the prior-year period. Total SG&A expense increased $19.2 million to $120.5 million for the three months ended September 30, 2024 from $101.2 million in the prior-year period.

Sales and marketing expense as a percentage of home sales revenue decreased to 4.8% for the three months ended September 30, 2024, compared to 5.2% for the prior-year period. This decrease was largely due to higher home sales revenue, which improved our fixed cost leverage. Sales and marketing expense increased to $53.7 million for the three months ended September 30, 2024 compared to $42.9 million for the prior-year period, largely driven by an increase in broker commissions, along with internal commissions and advertising expense. Given that many components of sales and marketing expense bear a variable relationship to home sales revenue, which increased by 35% compared to the prior-year period, such an increase in absolute dollars is expected.

General and administrative (“G&A”) expense as a percentage of home sales revenue decreased to 6.0% of home sales revenue for the three months ended September 30, 2024 compared to 7.1% for the prior-year period. This decrease was due primarily to higher leverage on our fixed components of G&A expenses, which is directly associated with the higher home sales revenue in the current-year period. G&A expense increased to $66.7 million for the three months ended September 30, 2024 compared to $58.4 million for the prior-year period, largely driven by an increase in wage and incentive compensation-related costs.

Interest

Interest, which we incurred principally to finance land acquisitions, land development and home construction, totaled $25.3 million and $36.9 million for the three months ended September 30, 2024 and 2023, respectively. All interest incurred in both periods was capitalized.

Other Income, Net

Other income, net for the three months ended September 30, 2024 and 2023 was income of $6.7 million and $11.7 million, respectively. The decrease was primarily due to lower interest income stemming from fluctuations in our existing cash balances.

Income Tax

For the three months ended September 30, 2024, we recorded a tax provision of $39.8 million based on an effective tax rate of 26.3%. For the three months ended September 30, 2023, we recorded a tax provision of $22.9 million based on an effective tax rate of 23.0%.

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Financial Services Segment

Income before income taxes from our financial services operations increased to $5.4 million for the three months ended September 30, 2024 compared to $4.6 million for the prior-year period.

The following table presents selected financial information for Tri Pointe Connect, our mortgage financing operations, excluding brokered loan originations (dollars in thousands):


	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Total Originations:
Loans	430			—
Principal	$	209,182		$	—

Mortgage Loan Origination Product Mix:
Government (FHA, VA, USDA)	10		%	—		%
Other agency	90		%	—		%
Total agency	100		%	—		%

Loan Type:
Fixed rate	100		%	—		%
ARM	—		%	—		%

Credit Quality:
Average FICO score	759			—

Other Data:
Average combined LTV ratio	77		%	—		%
Full documentation loans	100		%	—		%

Loans Sold to Third Parties:
Loans	345			—
Principal	$	162,897		$	—

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Net New Home Orders, Average Selling Communities and Monthly Absorption Rates by Segment


	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023			Percentage Change
	Net New Home Orders	Average Selling Communities	Monthly Absorption Rates	Net New Home Orders	Average Selling Communities	Monthly Absorption Rates	Net New Home Orders		Average Selling Communities		Monthly Absorption Rates
West	2,650	72.3	4.1	2,932	78.2	4.2	(10)	%	(8)	%	(2)	%
Central	1,400	62.2	2.5	1,380	48.4	3.2	1	%	29	%	(22)	%
East	667	17.1	4.3	732	17.7	4.6	(9)	%	(3)	%	(7)	%
Total	4,717	151.6	3.5	5,044	144.3	3.9	(6)	%	5	%	(10)	%

Net new home orders for the nine months ended September 30, 2024 decreased by 327, or 6%, to 4,717, compared to 5,044 during the prior-year period. The decrease in net new home orders was due to a 10% decrease in monthly absorption rates, partially offset by a 5% increase in average selling communities. The current-year period began with strong momentum, but conditions moderated to more seasonally normal levels, particularly during the second and third quarters. While demand remains healthy, the prior-year period experienced heightened activity due to a more pronounced supply-demand imbalance, driven by limited resale inventory. Although this dynamic allowed homebuilders to capture a larger share of total home sales, the recent increase in monthly housing supply has tempered that impact somewhat.

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Our West segment reported a 10% decrease in net new home orders due to an 8% decrease in average selling communities along with a 2% decrease in monthly absorption rates. This change in average selling communities was largely due to strong demand in the West and our ability to sell through communities at a faster pace than we open new ones. Our Central segment reported a 1% increase in net new home orders due to a 29% increase in average selling communities, offset by a 22% decrease in monthly absorption rates. The 29% increase in average selling communities was due to growth in each of our Austin, Dallas-Fort Worth, Houston, and Colorado markets. While the monthly absorption rate dipped by 22% year-over-year, demand remained seasonally normal in each of our Texas markets. We experienced softer market conditions in Colorado. Our East segment reported a 9% decrease in net new home orders due to a 7% decrease in monthly absorption rates and a 3% decrease in average selling communities. Despite the lower absorption rate compared to the prior-year period, demand in the East remained strong, exceeding seasonal expectations with a 4.3 absorption rate. The decrease in average selling communities was due to a decrease in Charlotte and Raleigh, where strong sales activity has resulted in selling through communities faster than our new community openings.

New Homes Delivered, Homes Sales Revenue and Average Sales Price by Segment (dollars in thousands)


	Nine Months Ended September 30, 2024					Nine Months Ended September 30, 2023					Percentage Change
	New Homes Delivered	Home Sales Revenue		Average Sales Price		New Homes Delivered	Home Sales Revenue		Average Sales Price		New Homes Delivered		Home Sales Revenue		Average Sales Price
West	2,539	$	1,905,056	$	750	2,008	$	1,547,057	$	770	26	%	23	%	(3)	%
Central	1,465	828,928		566		885	521,074		589		66	%	59	%	(4)	%
East	708	431,058		609		568	344,646		607		25	%	25	%	—	%
Total	4,712	$	3,165,042	$	672	3,461	$	2,412,777	$	697	36	%	31	%	(4)	%

Home sales revenue increased $752.3 million to $3.2 billion for the nine months ended September 30, 2024 compared to the prior-year period. The increase was comprised of $840.7 million related to an 1,251-unit increase in new homes delivered in the nine months ended September 30, 2024, offset by a $86.5 million decrease related to a $25,000 decrease in average sales price for the nine months ended September 30, 2024. We experienced significantly stronger order demand in the second half of 2023 compared to 2022, which helped propel our backlog units and dollar value by 58% and 38%, respectively, heading into the current-year period compared to the prior-year period. This increased backlog elevated our delivery potential for the current-year period, and our seasonally strong backlog conversions over the first nine month of 2024 have helped drive higher new home deliveries. Our ability to increase our backlog conversion rate in the current-year period is due to a combination of operational efficiency and our strategic shift to higher spec starts, resulting in a condensed timeframe from home sale to delivery.

Home sales revenue in our West segment increased 23% due to a 26% increase in new homes delivered, offset some by a 3% decrease in average sales price during the current-year period. The increase in new home deliveries was driven by a 25% higher backlog value at the beginning of the current year compared to the prior year. The slight decrease in average sales price was due to market and product mix factors, most notably in our San Diego market where the prior-year activity was positively impacted by some higher end communities in which the last unit closed in late 2023. Home sales revenue in our Central segment increased 59% due to a 66% increase in new homes delivered, offset by an 4% decrease in average sales price. The increase in new home deliveries was driven by a 96% higher backlog value at the beginning of the current year compared to the prior year. The average sales price of homes delivered decreased due primarily to a change in our product mix within our Houston market, along with some softer demand experienced in our Colorado market, resulting in higher incentives and weaker pricing power. Home sales revenue in our East segment increased by 25% due to an 25% increase in new homes delivered. The increase in new homes delivered was due to an increase in backlog units to start the current-year period compared to the prior-year period.

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Homebuilding Gross Margins (dollars in thousands)


	Nine Months Ended September 30,
	2024			%		2023			%
Home sales revenue	$	3,165,042		100.0	%	$	2,412,777		100.0	%
Cost of home sales	2,427,484			76.7	%	1,881,191			78.0	%
Homebuilding gross margin	737,558			23.3	%	531,586			22.0	%
Add: interest in cost of home sales	107,330			3.4	%	72,627			3.0	%
Add: impairments and lot option abandonments	2,444			0.1	%	12,675			0.5	%
Adjusted homebuilding gross margin(1)	$	847,332		26.8	%	$	616,888		25.6	%
Homebuilding gross margin percentage	23.3		%			22.0		%
Adjusted homebuilding gross margin percentage(1)	26.8		%			25.6		%

__________

(1)Non-GAAP financial measure (as discussed below).

Our homebuilding gross margin percentage increased to 23.3% for the nine months ended September 30, 2024 compared to 22.0% for the prior-year period. This increase is primarily attributed to reduced incentives in the current period, compared to the prior-year when demand had weakened significantly due to the onset of the rate-hiking cycle. As mortgage rates have remained elevated for an extended period, we have seen a gradual reduction in the need for incentives, and have improved our incentives as a percentage of home sales revenue by 200 basis points compared to the prior-year period. Additionally, a shift in our revenue mix, with a higher contribution from our Central and East segments, has further improved gross margins. Excluding interest, impairments and lot option abandonments in cost of home sales, adjusted homebuilding gross margin percentage was 26.8% for the nine months ended September 30, 2024 compared to 25.6% for the prior-year period.

Adjusted homebuilding gross margin is a non-GAAP financial measure. We believe this information is meaningful as it isolates the impact that leverage and noncash charges have on homebuilding gross margin and permits investors to make better comparisons with our competitors, who adjust gross margins in a similar fashion. Because adjusted homebuilding gross margin is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. See the table above reconciling this non-GAAP financial measure to homebuilding gross margin, the most directly comparable GAAP measure.

Sales and Marketing, General and Administrative Expense (dollars in thousands)


	Nine Months Ended September 30,				As a Percentage of Home Sales Revenue
	2024		2023		2024		2023
Sales and marketing	$	160,772	$	127,977	5.1	%	5.3	%
General and administrative (G&A)	185,809		158,949		5.9	%	6.6	%
Total sales and marketing and G&A	$	346,581	$	286,926	11.0	%	11.9	%

Total SG&A expense as a percentage of home sales revenue decreased to 11.0% for the nine months ended September 30, 2024, compared to 11.9% in the prior-year period. Total SG&A expense increased $19.2 million to $346.6 million for the nine months ended September 30, 2024 from $286.9 million in the prior-year period.

Sales and marketing expense as a percentage of home sales revenue decreased to 5.1% for the nine months ended September 30, 2024, compared to 5.3% for the prior-year period. This decrease was largely due to higher home sales revenue in the current-year period, helping to improve the operating leverage on fixed costs associated with sales and marketing expense. Sales and marketing expense increased to $160.8 million for the nine months ended September 30, 2024 compared to $128.0 million for the prior-year period, largely driven by an increase in broker commissions, along with internal commissions and advertising expense. Given that many components of sales and marketing expense bear a variable relationship to home sales revenue, which increased by 31% compared to the prior-year period, such increase in absolute dollars is expected.

G&A expense as a percentage of home sales revenue decreased to 5.9% of home sales revenue for the nine months ended September 30, 2024 compared to 6.6% for the prior-year period. This decrease was due primarily to higher leverage on our fixed components of G&A expenses, which is directly associated with the higher home sales revenue in the current-year

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period. G&A expense increased to $185.8 million for the nine months ended September 30, 2024 compared to $158.9 million for the prior-year period, largely driven by an increase in wage and incentive compensation-related costs.

Interest

Interest, which we incurred principally to finance land acquisitions, land development and home construction, totaled $91.8 million and $111.8 million for the nine months ended September 30, 2024 and 2023, respectively. All interest incurred in both periods was capitalized.

Other Income, Net

Other income, net for the nine months ended September 30, 2024 and 2023 was income of $31.8 million and $30.4 million, respectively. The increase was primarily due to a combination of a gain on an investment, offset by lower interest income stemming from fluctuations in our existing cash balances.

Income Tax

For the nine months ended September 30, 2024, we recorded a tax provision of $112.6 million based on an effective tax rate of 25.5%. For the nine months ended September 30, 2023, we recorded a tax provision of $71.8 million based on an effective tax rate of 25.1%.

Financial Services Segment

Income before income taxes from our financial services operations increased to $15.9 million for the nine months ended September 30, 2024 compared to $10.6 million for the prior-year period.

The following table presents selected financial information for Tri Pointe Connect, our mortgage financing operations, excluding brokered loan originations (dollars in thousands):


	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Total Originations:
Loans	578			—
Principal	$	278,966		$	—

Mortgage Loan Origination Product Mix:
Government (FHA, VA, USDA)	8		%	—		%
Other agency	92		%	—		%
Total agency	100		%	—		%

Loan Type:
Fixed rate	100		%	—		%
ARM	—		%	—		%

Credit Quality:
Average FICO score	760			—

Other Data:
Average combined LTV ratio	77		%	—		%
Full documentation loans	100		%	—		%

Loans Sold to Third Parties:
Loans	427			—
Principal	$	200,989		$	—

Lots Owned or Controlled by Segment

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Lots owned or controlled include our share of lots controlled by our unconsolidated land development joint ventures. Investments in joint ventures are described in Note 6, Investments in Unconsolidated Entities, of the notes to our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. The table below summarizes our lots owned or controlled by segment as of the dates presented:


	September 30,		Increase (Decrease)
	2024	2023	Amount	%
Lots Owned
West	10,044	11,872	(1,828)	(15)	%
Central	5,531	5,523	8	—	%
East	1,578	1,526	52	3	%
Total	17,153	18,921	(1,768)	(9)	%
Lots Controlled(1)
West	4,734	4,366	368	8	%
Central	6,818	6,466	352	5	%
East	4,783	3,211	1,572	49	%
Total	16,335	14,043	2,292	16	%
Total Lots Owned or Controlled(1)	33,488	32,964	524	2	%

__________

(1)As of September 30, 2024 and 2023, lots controlled represented lots that were under land or lot option contracts or purchase contracts. As of September 30, 2024 and 2023, lots controlled for Central include 3,358 and 3,042 lots, respectively, and East include 29 and 86 lots, respectively, which represent our expected share of lots owned by our unconsolidated land development joint ventures.

Liquidity and Capital Resources

Overview

Our principal uses of capital for the nine months ended September 30, 2024 were operating expenses, land purchases, land development, home construction and repurchases of our common stock. We used funds generated by our operations to meet our short-term working capital requirements. We monitor financing requirements to evaluate potential financing sources, including bank credit facilities and note offerings. We also continue to monitor the credit markets as we remain focused on generating positive margins in our homebuilding operations and acquiring desirable land positions in order to maintain a strong balance sheet and keep us poised for growth. As of September 30, 2024, we had total liquidity of $1.4 billion, including cash and cash equivalents of $676.0 million and $698.1 million of availability under our Credit Facility, as described below, after considering the borrowing base provisions and outstanding letters of credit.

Our board of directors will consider a number of factors when evaluating our level of indebtedness and when making decisions regarding the incurrence of new indebtedness, including the purchase price of assets to be acquired with debt financing, the estimated market value of our assets and the availability of particular assets, and our Company as a whole, to generate cash flow to cover the expected debt service.

Senior Notes

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Our outstanding senior notes (the “Senior Notes”) contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions. As of September 30, 2024, we were in compliance with the covenants required by our Senior Notes.

Loans Payable

As of September 30, 2024, we had no outstanding debt under the Revolving Facility and there was $698.1 million of availability after considering the borrowing base provisions and outstanding letters of credit. As of September 30, 2024, we had $250 million of outstanding debt under the Term Facility with an interest rate of 5.93%. As of September 30, 2024, there were $4.0 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility. Accrued interest, including loan commitment fees, related to the Term Facility was $1.8 million and $1.6 million as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, we had $25.9 million and $38.3 million, respectively, outstanding related to two seller-financed loans. All seller-financed loans are to acquire lots for the construction of homes. Principal on these loans are expected to be fully paid by the end of fiscal year 2025, provided certain achievements are met. One of the seller-financed loans, representing $25.5 million of the total balance as of September 30, 2024 and $37.4 million of the balance as of December 31, 2023, accrues interest at an imputed interest rate of 4.50% per annum. The second seller-financed loan represented $0.4 million of the total balance as of September 30, 2024 and $910,000 as of December 31, 2023, respectively.

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Under the Credit Facility, we are required to comply with certain financial covenants, including, but not limited to, those set forth in the table below (dollars in thousands):


	Actual at September 30,			Covenant Requirement at September 30,
Financial Covenants	2024			2024
Consolidated Tangible Net Worth	$	3,089,035		$	2,160,551
(Not less than $1.58 billion plus 50% of net income and 50% of the net proceeds from equity offerings after March 31, 2022)
Leverage Test	9.1		%	≤60%
(Not to exceed 60%)
Interest Coverage Test	6.5			≥1.5
(Not less than 1.5:1.0)

In addition, the Credit Facility limits the aggregate number of single family dwellings (where construction has commenced) owned by the Company or any guarantor that are not presold or model units to no more than the greater of (i) 50% of the number of housing unit closings (as defined) during the preceding 12 months; or (ii) 100% of the number of housing unit closings during the preceding 6 months. However, a failure to comply with this “Spec Unit Inventory Test” will not be an event of default or default, but will be excluded from the borrowing base as of the last day of the quarter in which the non-compliance occurs. The Credit Facility further requires that at least 95.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.

As of September 30, 2024, we were in compliance with all of these financial covenants.

Stock Repurchase Program

On December 21, 2023, our board of directors approved a share repurchase program (the “2024 Repurchase Program”), authorizing the repurchase of shares of common stock with an aggregate value of up to $250 million through December 31, 2024. Purchases of common stock pursuant to the 2024 Repurchase Program may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. We are not obligated under the 2024 Repurchase Program to repurchase any specific number or amount of shares of common stock, and we may modify, suspend or discontinue the program at any time. Company management will determine the timing and amount of any repurchases in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions, legal requirements and applicable tax effects. During the three months ended September 30, 2024, we repurchased and retired an aggregate of 272,777 shares of our common stock under the Repurchase Program for $9.9 million, excluding commissions. For the nine months ended September 30, 2024, we repurchased and retired an aggregate of 2,761,624 shares of our common stock under the Repurchase Program for $96.6 million, excluding commissions.

Leverage Ratios

We believe that our leverage ratios provide useful information to the users of our financial statements regarding our financial position and cash and debt management. The ratio of homebuilding debt-to-capital and the ratio of net homebuilding debt-to-net capital are calculated as follows (dollars in thousands):

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	September 30, 2024			December 31, 2023
Loans payable	$	275,914		$	288,337
Senior notes	646,280			1,094,249
Mortgage repurchase facilities	75,465			—
Total debt	997,659			1,382,586
Less: mortgage repurchase facilities	(75,465)			—
Total homebuilding debt	922,194			1,382,586
Stockholders’ equity	3,249,952			3,010,958
Total capital	$	4,172,146		$	4,393,544
Ratio of homebuilding debt-to-capital(1)	22.1		%	31.5		%

Total homebuilding debt	$	922,194		$	1,382,586
Less: Cash and cash equivalents	(675,957)			(868,953)
Net homebuilding debt	246,237			513,633
Stockholders’ equity	3,249,952			3,010,958
Net capital	$	3,496,189		$	3,524,591
Ratio of net homebuilding debt-to-net capital(2)	7.0		%	14.6		%

__________

(1)The ratio of homebuilding debt-to-capital is computed as the quotient obtained by dividing total homebuilding debt by the sum of total homebuilding debt plus stockholders’ equity.

(2)The ratio of net homebuilding debt-to-net capital is a non-GAAP financial measure and is computed as the quotient obtained by dividing net homebuilding debt (which is total homebuilding debt less cash and cash equivalents) by the sum of net homebuilding debt plus stockholders’ equity. The most directly comparable GAAP financial measure is the ratio of homebuilding debt-to-capital. We believe the ratio of net homebuilding debt-to-net capital is a relevant financial measure for investors to understand the leverage employed in our operations and as an indicator of our ability to obtain financing. See the table above reconciling this non-GAAP financial measure to the ratio of homebuilding debt-to-capital. Because the ratio of net homebuilding debt-to-net capital is not calculated in accordance with GAAP, it may not be comparable to other similarly titled measures of other companies and should not be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP.

Cash Flows—Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

For the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023:

•Net cash provided by operating activities increased by $211.0 million to $335.8 million for the nine months ended September 30, 2024 compared to $124.8 million for the prior-year period. The increase was driven by a $173.4 million rise in cash from real estate inventories, a $114.3 million increase in net income, and a $60.9 million increase in cash provided by receivables. These sources of cash were offset by an $79.3 million decrease related to mortgage loans held for sales, as we initiated our loan origination business during the current-year period and this use of cash represents loans held on our balance sheet. In addition to these primary drivers, changes in accounts payable, accrued expenses and other liabilities was an additional driver of the fluctuations in operating activities.

•Net cash used in investing activities was $25.7 million for the nine months ended September 30, 2024, compared to cash used of $25.6 million for the prior-year period.

•Net cash used in financing activities was $503.0 million for the nine months ended September 30, 2024, compared to net cash used in financing activities of $139.9 million for the prior-year period. Net cash used in financing activities in the current-year period was primarily comprised of the $450 million of 5.875% Senior Notes due 2024 we redeemed in May 2024. Additionally, cash used in financing activities was comprised of $96.6 million of cash used for share repurchases, compared to $124.5 million during the prior-year period.

Off-Balance Sheet Arrangements and Contractual Obligations

In the ordinary course of business, we enter into purchase contracts in order to procure lots for the construction of our homes. We are subject to customary obligations associated with entering into contracts for the purchase of land and improved lots. These purchase contracts typically require a cash deposit and the purchase of properties under these contracts is generally contingent upon satisfaction of certain requirements by the sellers, including obtaining applicable property and development

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entitlements. We also utilize option contracts with land sellers and land banking arrangements as a method of acquiring land in staged takedowns, to help us manage the financial and market risk associated with land holdings, and to reduce the use of funds from our corporate financing sources. These option contracts and land banking arrangements generally require a non-refundable deposit for the right to acquire land and lots over a specified period of time at pre-determined prices. We generally have the right, at our discretion, to terminate our obligations under both purchase contracts and option contracts by forfeiting our cash deposit with no further financial responsibility to the land seller. In some cases, however, we may be contractually obligated to complete development work even if we terminate the option to procure land or lots. As of September 30, 2024, we had $223.7 million of cash deposits, the majority of which are non-refundable, pertaining to land and lot option contracts and purchase contracts with an aggregate remaining purchase price of $2.1 billion (net of deposits). See Note 7, Variable Interest Entities, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Our utilization of land and lot option contracts and land banking arrangements is dependent on, among other things, the availability of land sellers or land banking firms willing to enter into such arrangements, the availability of capital to finance the development of optioned land and lots, general housing market conditions, and local market dynamics. Options may be more difficult to procure from land sellers in strong housing markets and are more prevalent in certain geographic regions.

As of September 30, 2024, we held equity investments in fourteen active homebuilding partnerships or limited liability companies. Our participation in these entities may be as a developer, a builder, or an investment partner. See Note 6, Investments in Unconsolidated Entities, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Supplemental Guarantor Financial Information

2027 Notes and 2028 Notes

On June 5, 2017, Tri Pointe issued the 2027 Notes and on June 10, 2020, Tri Pointe issued the 2028 Notes. All of Tri Pointe’s 100% owned subsidiaries that are guarantors (each a “Guarantor” and, collectively, the “Guarantors”) of the Credit Facility, including Tri Pointe Homes Holdings, are party to supplemental indentures pursuant to which they jointly and severally guarantee Tri Pointe’s obligations with respect to these Notes. Each Guarantor of the 2027 Notes and the 2028 Notes is 100% owned by Tri Pointe, and all guarantees are full and unconditional, subject to customary exceptions pursuant to the indentures governing the 2027 Notes and the 2028 Notes, as described in the following paragraph. All of our non-Guarantor subsidiaries have nominal assets and operations and are considered minor, as defined in Rule 3-10(h) of Regulation S-X. In addition, Tri Pointe has no independent assets or operations, as defined in Rule 3-10(h) of Regulation S-X. There are no significant restrictions upon the ability of Tri Pointe or any Guarantor to obtain funds from any of their respective wholly owned subsidiaries by dividend or loan. None of the assets of our subsidiaries represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X.

A Guarantor of the 2027 Notes and the 2028 Notes shall be released from all of its obligations under its guarantee if (i) all of the assets of the Guarantor have been sold; (ii) all of the equity interests of the Guarantor held by Tri Pointe or a subsidiary thereof have been sold; (iii) the Guarantor merges with and into Tri Pointe or another Guarantor, with Tri Pointe or such other Guarantor surviving the merger; (iv) the Guarantor is designated “unrestricted” for covenant purposes; (v) the Guarantor ceases to guarantee any indebtedness of Tri Pointe or any other Guarantor which gave rise to such Guarantor guaranteeing the 2027 Notes or the 2028 Notes; (vi) Tri Pointe exercises its legal defeasance or covenant defeasance options; or (vii) all obligations under the applicable supplemental indenture are discharged.

Inflation

Inflation in the United States persisted at a moderate level for the first half of 2024, although it significantly improved from its peak in 2022. While the Federal Reserve’s interest rate hikes have helped curb inflation, prevailing inflation rates remain elevated as compared to their desired target, and the future path of Federal Reserve policy is uncertain. Our operations can be adversely impacted by inflation, primarily from higher land, financing, labor, material and construction costs. In addition, inflation can lead to higher and more volatile mortgage rates, which can significantly affect the affordability of mortgage financing to homebuyers, as well as the confidence of our consumer base. While we attempt to pass on cost increases to customers through increased prices, when weak housing market conditions exist, we are often unable to offset cost increases with higher selling prices.

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Seasonality

We have experienced seasonal variations in our quarterly operating results and capital requirements. We typically take orders for more homes in the first half of the fiscal year than in the second half, which creates additional working capital requirements in the second and third quarters to build our inventories to satisfy the deliveries in the second half of the year. We expect this seasonal pattern to continue over the long-term, although it may be affected by volatility in the homebuilding industry. In addition to the overall volume of orders and deliveries, our operating results in a given quarter are significantly affected by the number and characteristics of our active selling communities; timing of new community openings; the timing of land and lot sales; and the mix of product types, geographic locations and average sales prices of the homes delivered during the quarter. Therefore, our operating results in any given quarter will fluctuate compared to prior periods based on these factors.

Critical Accounting Estimates

The preparation of our consolidated financial statements requires the use of judgment in the application of accounting policies and estimates of uncertain matters. There have been no significant changes to our critical accounting policies and estimates during the nine months ended September 30, 2024 from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Issued Accounting Standards

See Note 1, Organization, Basis of Presentation and Summary of Significant Accounting Policies, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks related to fluctuations in interest rates on our outstanding debt. We did not utilize swaps, forward or option contracts on interest rates or commodities, or other types of derivative financial instruments as of or during the nine months ended September 30, 2024. We did not enter into during the nine months ended September 30, 2024, and currently do not hold, derivatives for trading or speculative purposes.

Item 4. Controls and Procedures

We have established disclosure controls and procedures to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and accumulated and communicated to management, including the Chief Executive Officer (the “Principal Executive Officer”) and Chief Financial Officer (the “Principal Financial Officer”), as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of senior management, including our Principal Executive Officer and Principal Financial Officer, we evaluated our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Our management, including our Principal Executive Officer and Principal Financial Officer, has evaluated our internal control over financial reporting to determine whether any change occurred during the three months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the three months ended September 30, 2024.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required with respect to this item can be found under Note 13, Commitments and Contingencies—Legal Matters, to the accompanying condensed notes to unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q and is incorporated by reference into this Item 1.

Item 1A. Risk Factors

There have been no material changes to the risk factors in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. If any of the risks discussed in our Annual Report on Form 10-K occur, our business, prospects, liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading price of our common stock could decline significantly and you could lose all or a part of your investment. Some statements in this Quarterly Report on Form 10-Q constitute forward-looking statements. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q entitled “Cautionary Note Concerning Forward-Looking Statements.”

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

On December 21, 2023, our board of directors approved the 2024 Repurchase Program, authorizing the repurchase of shares of common stock with an aggregate value of up to $250 million through December 31, 2024. Purchases of common stock pursuant to the 2024 Repurchase Program may be made in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or by other means in accordance with federal securities laws, including pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. We are not obligated under the 2024 Repurchase Program to repurchase any specific number or amount of shares of common stock, and we may modify, suspend or discontinue the program at any time. Company management will determine the timing and amount of any repurchases in its discretion based on a variety of factors, such as the market price of our common stock, corporate requirements, general market economic conditions, legal requirements and applicable tax effects. During the three months ended September 30, 2024, we repurchased and retired an aggregate of 272,777 shares of our common stock under the Repurchase Program for $9.9 million, excluding commissions. For the nine months ended September 30, 2024, we repurchased and retired an aggregate of 2,761,624 shares of our common stock under the Repurchase Program for $96.6 million, excluding commissions.

During the three months ended September 30, 2024, we repurchased and retired the following shares pursuant to our repurchase programs:


	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced program	Approximate dollar value of shares that may yet be purchased under the program
July 1, 2024 to July 31, 2024	272,777	$	36.24	272,777	$	153,418,260
August 1, 2024 to August 31, 2024	—	$	—	—	$	153,418,260
September 1, 2024 to September 30, 2024	—	$	—	—	$	153,418,260
Total	272,777	$	36.24	272,777

Item 5. Other Information

(c) During the quarter ended September 30, 2024, no director or officer subject to Section 16 of the Exchange Act adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits


Exhibit Number						Exhibit Description

3.1						Amended and Restated Certificate of Incorporation of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed July 7, 2015))

3.2						Certificate of Amendment to Amended and Restated Certificate of Incorporation of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8‑K (filed January 21, 2021))

3.3						Amended and Restated Bylaws of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (filed October 19, 2023))

10.1†						Amended and Restated Executive Employment Agreement dated as of August 29, 2024 between Tri Pointe Homes, Inc. and Douglas F. Bauer

10.2†						Amended and Restated Executive Employment Agreement dated as of August 29, 2024 between Tri Pointe Homes, Inc. and Thomas J. Mitchell

22.1						List of guarantor subsidiaries of Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 22.1 to the Company’s Annual Report on Form 10-K (filed February 22, 2024))

31.1						Chief Executive Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002

31.2						Chief Financial Officer Section 302 Certification of the Sarbanes-Oxley Act of 2002

32.1						Chief Executive Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002

32.2						Chief Financial Officer Section 906 Certification of the Sarbanes-Oxley Act of 2002

101						The following materials from Tri Pointe Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Cash Flows, and (iv) Condensed Notes to Consolidated Financial Statement.

104						Cover page from Tri Pointe Homes, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline XBRL (and contained in Exhibit 101).

†						Management Contract or Compensatory Plan or Arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Tri Pointe Homes, Inc.

Date: October 24, 2024	By:	/s/ Douglas F. Bauer
		Douglas F. Bauer
		Chief Executive Officer
		(Principal Executive Officer)
Date: October 24, 2024	By:	/s/ Glenn J. Keeler
		Glenn J. Keeler
		Chief Financial Officer
		(Principal Financial Officer)

- 45 -

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Date	Price Target	Rating	Analyst
8/28/2024		Neutral	Seaport Research Partners
3/13/2024	$38.00	Sector Perform → Outperform	RBC Capital Mkts
12/18/2023	$32.00	Outperform → Neutral	Wedbush
9/7/2023	$36.00	Perform → Outperform	Oppenheimer
8/7/2023	$38.00	Peer Perform → Outperform	Wolfe Research
6/1/2023	$42.00	Buy	Deutsche Bank
1/19/2023		Perform	Oppenheimer
6/16/2022	$26.00 → $20.00	Buy → Neutral	B. Riley Securities

SEC Form 10-Q filed by Tri Pointe Homes Inc.

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General Counsel & Secretary Lee David Ch sold $221,400 worth of shares (5,000 units at $44.28), decreasing direct ownership by 6% to 85,792 units (SEC Form 4)

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