SEC Form PREM14A filed by Tri Pointe Homes Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

☒	Preliminary Proxy Statement

 

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

 

☐	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

Tri Pointe Homes, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

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

Payment of Filing Fee (Check the appropriate box):

 

☐	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

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

 

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

Tri Pointe Homes, Inc.

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

Dear Stockholders:

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

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

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

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

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

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

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

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

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

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY

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

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

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

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Stockholders May Call: (877) 478-5047

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

Email: [email protected]

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

 

Sincerely,

Douglas F. Bauer

Chief Executive Officer and Director

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

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

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

Tri Pointe Homes, Inc.

940 Southwood Blvd, Suite 200

Incline Village, Nevada 89451

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2026

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

The Special Meeting is being held for the following purposes:

 

1.

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

 

2.

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

 

3.

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

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

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

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

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

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

David C. Lee

General Counsel and Secretary

Dated: [●], 2026

TABLE OF CONTENTS

 

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

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

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement, and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this Proxy Statement and the annexes to this Proxy Statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions under the caption “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

 

Q:	Why am I receiving this Proxy Statement and proxy card or voting instruction form?

 

A:

You are receiving this Proxy Statement and proxy card or voting instruction form in connection with the solicitation of proxies by the Board for use at the Special Meeting because you have been identified as a holder of Company Common Stock as of the close of business on the Record Date for the Special Meeting. This Proxy Statement describes matters on which we urge you to vote and is intended to assist you in deciding how to vote your shares of Company Common Stock with respect to such matters.

 

Q:	What is a proxy?

 

A:

A proxy is your legal designation of another person to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”

 

Q:	When and where is the Special Meeting?

 

A:	The Special Meeting will be held at [●] a.m. Pacific Time, on [●], 2026, at our corporate offices, located at 3161 Michelson Drive, Suite 1500, Irvine, California 92612.

 

Q:	What am I being asked to vote on at the Special Meeting?

 

A:	You are being asked to consider and vote on:

 

•

a proposal to approve the Merger Agreement Proposal, pursuant to which Merger Sub will merge with and into the Company and the Company will become an indirect, wholly owned subsidiary of Parent;

 

•

a proposal to approve, on a non-binding, advisory basis, the Compensation Proposal; and

 

•

a proposal to approve the Adjournment Proposal.

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

Company Stockholders as of the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. Each holder of Company Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of Company Common Stock that such holder owned as of the close of business on the Record Date.

 

Q:	May I attend the Special Meeting and vote at the Special Meeting?

 

A:	Company Stockholders, including Company Stockholders of record and Company Stockholders who hold their shares in “street name” through banks, brokers or other nominees, are invited to attend the Special Meeting. Company Stockholders of record can vote in person at the Special Meeting.

 

16

To attend the Special Meeting, Company Stockholders of record need to bring a valid picture identification. If a Company Stockholder holds shares in “street name” through an account with a bank, broker, or other nominee, the holder will need to contact its bank, broker, or other nominee and obtain a “legal proxy” from the bank, broker or other nominee and present the “legal proxy” and valid picture identification at the Special Meeting, which “legal proxy” will serve as the Company Stockholder’s admission ticket. Cell phones must be turned off prior to entering the Special Meeting. Cameras and video, audio, or any other electronic recording devices will not be allowed in the meeting room during the Special Meeting, except to the extent permitted by us. You can obtain directions to be able to attend the Special Meeting and vote in person, by requesting them in writing or by telephone from us at the following address and telephone number: Tri Pointe Homes, Inc., 3161 Michelson Drive, Suite 1500, Irvine, California 92612, Attention: Investor Relations; Telephone: (949) 478-8696.

 

Q:	What will I receive if the Merger is completed?

 

A:

Upon completion of the Merger, you will be entitled to receive an amount in cash equal to $47.00, without interest thereon and subject to any applicable withholding taxes, for each share of Company Common Stock that you own immediately prior to the Effective Time, unless you are entitled to and have properly and validly exercised and not withdrawn, failed to perfect, or otherwise lost your appraisal rights under Section 262. For example, if you own one hundred shares of Company Common Stock, you would receive $4,700 in cash, in exchange for your shares of Company Common Stock, without interest and subject to deduction for any required withholding taxes. You will not receive any shares of capital stock in the Surviving Corporation or Parent. For more information, please see the section of this Proxy Statement titled “Proposal 1: The Merger Agreement Proposal—Merger Consideration” beginning on page [●] of this Proxy Statement.

 

Q:	How does the Merger Consideration compare to the market price of Company Common Stock prior to the announcement of entry into the Merger Agreement?

 

A:

The Merger Consideration of $47.00 per share of Company Common Stock represents a premium of approximately 29% over the Company’s closing stock price on February 12, 2026, the last trading day prior to the announcement of the Merger Agreement and a 42% premium to the volume weighted average price for the 90 day trading day period, ended on February 12, 2026.

 

Q:	What will I receive for my Company PSUs or Company RSUs, as applicable, if the Merger is completed?

 

A:	Company RSUs.

 

i.

At the Effective Time, each Company RSU granted under the Company Equity Plans prior to 2026 and each Company RSU held by a non-employee director of the Company, in each case whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU, multiplied by (B) the Merger Consideration.

 

ii.

Each Company RSU that is not subject to the preceding clause (i) above that is outstanding as of immediately prior to the Effective Time will be canceled and automatically converted into and substituted with a cash award representing the right to receive, upon each applicable vesting date for such Company RSU (or if earlier, upon a severance-eligible termination of employment), and subject to the same time-vesting terms and conditions that applied to such Company RSU (other than vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock

 

17

subject to such Company RSU that would have vested on such vesting date had such Company RSU remained outstanding through such vesting date, multiplied by (B) the Merger Consideration.

Company PSUs. At the Effective Time, each Company PSU granted under the Company Equity Plans, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company PSU (at maximum performance), multiplied by (B) the Merger Consideration.

 

Q:	What are the material U.S. federal income tax consequences of the Merger?

 

A:

The exchange of Company Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement) who exchanges shares of Company Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. If you are a Non-U.S. Holder (as defined in the section titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States or under certain other circumstances (as described in the section titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement).

Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the Merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local, or foreign taxing jurisdiction. For a more complete description of the U.S. federal income tax consequences of the Merger, see the section titled “The Merger—Certain Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement.

 

Q:	When do you expect the Merger to be completed?

 

A:

In order to complete the Merger, the Company is required to obtain the Company Stockholder Approval described in this Proxy Statement, and the other closing conditions under the Merger Agreement must be satisfied or waived. Assuming timely satisfaction of necessary closing conditions, including obtaining the Company Stockholder Approval, the Company is currently targeting to consummate the Merger in the second quarter of 2026. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

 

Q:	What happens if the Merger is not completed?

 

A:

If the Merger Agreement is not adopted by the Company Stockholders or if the Merger is not completed for any other reason, Company Stockholders will not receive any payment for their shares of Company Common Stock. Instead, the Company will remain an independent public company, shares of Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC with respect to Company Common Stock. Under specified circumstances, the Company will be required to pay Parent the Company Termination Fee upon the termination of the Merger Agreement, as described in the sections of this Proxy Statement titled “Proposal 1: The Merger Agreement Proposal—Termination of the Merger Agreement” and “Proposal 1: The Merger Agreement Proposal—Company Termination Fee.”

 

18

Q:	What vote is required to adopt the Merger Agreement?

 

A:	The affirmative vote of Company Stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote thereon that are issued and outstanding as of the Record Date is required to adopt the Merger Agreement.

 

Q:	What is a “broker non-vote”?

 

A:

A “broker non-vote” results when the banks, brokers, or other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The Company does not expect any broker non-votes at the Special Meeting because each of the proposals to be presented at the Special Meeting is expected to be considered “non-routine.” As a result, no broker would be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will have no effect on the Compensation Proposal (assuming a quorum is present) or the Adjournment Proposal.

 

Q:	Why are Company Stockholders being asked to cast a non-binding advisory vote to approve the Compensation Proposal?

 

A:	The Exchange Act and applicable SEC rules thereunder require the Company to seek a non-binding, advisory vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

 

Q:	What vote is required to approve the Compensation Proposal?

 

A:

The affirmative vote of the Company Stockholders having a majority of the votes which could be cast by the holders of all shares of Company Common Stock entitled to vote on such question which are present in person or by proxy at the Special Meeting is required for approval of the Compensation Proposal, on a non-binding, advisory basis.

 

Q:	What will happen if the Company Stockholders do not approve the Compensation Proposal at the Special Meeting?

 

A:

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on the Company. Therefore, if the other requisite stockholder approvals are obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to the Company’s named executive officers in accordance with the terms and conditions of the applicable agreements.

 

Q:	What do I need to do now?

 

A:

You should carefully read and consider this entire Proxy Statement and the annexes to this Proxy Statement, including, but not limited to, the Merger Agreement, along with all of the documents that we refer to in this Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card), so that your shares of Company Common Stock can be voted at the Special Meeting, unless you wish to seek appraisal pursuant to Section 262. If you hold your shares of Company Common Stock in “street name,” please refer to the voting instruction forms provided by your commercial bank, broker, dealer, trust company, or other nominee to vote your shares of Company Common Stock.

 

19

Q:	May I exercise dissenters’ rights or rights of appraisal in connection with the Merger?

 

A:

Yes. In order to exercise your appraisal rights, you must follow the requirements set forth in Section 262. Under Section 262, Company Stockholders of record who continuously hold shares of Company Common Stock through the Effective Time and do not vote in favor of adopting the Merger Agreement, and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who beneficially own shares of Company Common Stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock as determined by the Delaware Court of Chancery if the Merger is completed. Appraisal rights will only be available to Company Stockholders and beneficial owners of shares of Company Common Stock, as the case may be, who properly deliver a written demand for an appraisal to the Company prior to the vote on the Merger Agreement Proposal at the Special Meeting and do not withdraw their demands, and who otherwise strictly comply with the procedures and requirements set forth in Section 262, which are summarized in this Proxy Statement. The appraisal amount could be more than, the same as, or less than the amount a Company Stockholder will be entitled to receive under the terms of the Merger Agreement. Holders and beneficial owners of Company Common Stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. A copy of Section 262 is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. Failure to comply with the provisions of Section 262 in a timely and proper manner may result in the loss of appraisal rights. For additional information, please see the section titled “The Merger—Appraisal Rights” beginning on page [●] of this Proxy Statement.

 

Q:	What happens if I sell or otherwise transfer my shares of Company Common Stock after the Record Date but before the Special Meeting?

 

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Company Common Stock after the Record Date but before the Special Meeting, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares of Company Common Stock, but you will retain your right to vote those shares of Company Common Stock at the Special Meeting. You will also lose the ability to exercise appraisal rights in connection with the Merger with respect to the transferred shares of Company Common Stock.

 

Q:	What is the difference between holding shares as a Company Stockholder of record and as a beneficial owner?

 

A:	If your shares of Company Common Stock are registered directly in your name with our transfer agent, EQ, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this Proxy Statement and your proxy card have been sent directly to you by the Company.

If your shares of Company Common Stock are held through a commercial bank, broker, dealer, trust company, or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock held in “street name.” In that case, this Proxy Statement has been forwarded to you by your commercial bank, dealer, broker, trust company, or other nominee who is considered, with respect to those shares of Company Common Stock, to be the stockholder of record. As the beneficial owner, you have the right to direct your commercial bank, dealer, broker, trust company, or other nominee how to vote your shares of Company Common Stock by following their instructions for voting.

 

Q:	If my broker holds my shares in “street name,” will my broker vote my shares for me?

 

A:	No. Your commercial bank, dealer, broker, trust company, or other nominee is permitted to vote your shares of Company Common Stock on any proposal currently scheduled to be considered at the Special Meeting

 

20

only if you instruct your commercial bank, dealer, broker, trust company, or other nominee on how to vote. You should follow the procedures provided by your commercial bank, dealer, broker, trust company, or other nominee to vote your shares of Company Common Stock. Without instructions, your shares of Company Common Stock will not be voted on such proposals, which will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal, and which will have no effect on the Compensation Proposal (assuming a quorum is present) or the Adjournment Proposal.

 

Q:	How may I vote?

 

A:	If you are a Company Stockholder of record (that is, if your shares of Company Common Stock are registered in your name with EQ, our transfer agent), there are four (4) ways to vote:

 

•

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

 

•

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

 

•

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

 

•

by attending the Special Meeting and voting at the meeting.

 

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

 

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Company Common Stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares of Company Common Stock that you beneficially own, you may still vote your shares of Company Common Stock at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote your shares, your previous vote by proxy will be canceled and not counted.

 

If your shares of Company Common Stock are held in “street name” through a commercial bank, dealer, broker, trust company, or other nominee, you may vote through your commercial bank, dealer broker, trust company, or other nominee by completing and returning the voting form provided by your commercial bank, dealer, broker, trust company, or other nominee, or, if such a service is provided by your commercial bank, dealer, broker, trust company, or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your commercial bank, dealer, broker, trust company, or other nominee, you should follow the instructions on the voting form provided by your commercial bank, dealer, broker, trust company, or other nominee.

 

Q:	May I change my vote after I have mailed my signed and dated proxy card?

 

A:	Company Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke or change your proxy at any time before the Special Meeting. If you are the record holder of your shares of Company Common Stock, you may revoke or change your proxy in any one of the following ways:

 

•

Attending the Special Meeting and voting your shares during the meeting, provided that your attendance at the Special Meeting will not automatically revoke your proxy unless you properly vote during the Special Meeting;

 

•

Specifically requesting that your prior proxy be revoked by delivering a written notice of revocation prior to the Special Meeting to the Company’s corporate secretary at the Company’s corporate offices at 3161 Michelson Drive, Suite 1500, Irvine, California 92612;

 

21

•

Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

 

•

Duly completing a later-dated proxy card relating to the same shares of Company Common Stock and delivering it to the Company’s corporate secretary before the taking of the vote at the Special Meeting.

At the time the Special Meeting occurs, your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

 

If your shares of Company Common Stock are held by your broker, dealer, trust company, or commercial bank as a nominee or agent, you should follow the instructions provided by your broker, dealer, trust company, or commercial bank.

 

Q:	How does the Board recommend that I vote?

 

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

 

Q:	If a Company Stockholder gives a proxy, how are the shares voted?

 

A:

The individuals named on the enclosed proxy card, or your proxies, will vote your shares of Company Common Stock in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares of Company Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the non-binding, advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:	Please sign, date and return (or grant your proxy electronically over the Internet or by telephone using the instructions provided in the enclosed proxy card) each proxy card and voting instruction card that you receive.

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares of Company Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company Common Stock. If you are a Company Stockholder of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card.

 

Q:	Where can I find the voting results of the Special Meeting?

 

A:

If available, the Company may announce preliminary voting results at the conclusion of the Special Meeting. The Company intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, please see the section of this Proxy Statement titled “Where You Can Find More Information.”

 

22

Q:	Who can help answer my questions?

 

A:	If you have any questions concerning the Merger, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Stockholders May Call: (877) 478-5047

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

Email: [email protected]

 

23

FORWARD-LOOKING STATEMENTS

This Proxy Statement contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including with respect to the proposed transactions contemplated by the Merger Agreement (the “Transactions”), including the expected timetable for completing the Transactions, future opportunities for the combined businesses and the expected benefits of the proposed Transactions, including with respect to U.S. home deliveries and home sales, community count expansion and the growth of the Tri Pointe Homes brand. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “target,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on various assumptions, whether or not identified in this Proxy Statement, are not guarantees of future performance and reflect management’s current expectations. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond the Company’s control.

Some of the factors which could cause outcomes and results to differ materially from expectations include the following: (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the businesses of the Company and the price of the Company Common Stock; (ii) the failure to satisfy the conditions to the consummation of the Transactions, including the adoption of the Merger Agreement by the Company Stockholders and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (iv) the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay the Company Termination Fee; (v) unanticipated difficulties or expenditures relating to the Transactions, including the response of business partners and competitors to the announcement of the Transactions or difficulties in employee retention as a result of the announcement and pendency of the Transactions; (vi) risks that the Transactions disrupt current plans and operations; (vii) risks related to diverting management’s attention from ongoing business operations; (viii) the risk of any litigation relating to the Transactions; (ix) the effects of U.S. trade policies, including the imposition of tariffs and duties on homebuilding products and retaliatory measures taken by other countries; (x) the prices and availability of supply chain inputs, including raw materials, labor and home components; (xi) the ability to obtain the necessary financing arrangements set forth in the commitment letter received in connection with the Transactions; (xii) the impact of adverse macroeconomic or labor market conditions, including the impacts of inflation and effects of geopolitical instability, on demand for the Company’s products; (xiii) risks relating to certain restrictions during the pendency of the Transactions that may impact the ability of the Company and Parent to pursue certain business opportunities or strategic transactions; (xiv) risks that the benefits of the Transactions are not realized when and as expected; (xv) other factors described under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K, the Company’s subsequent Quarterly Reports on Form 10-Q, and in other reports and filings with the SEC; and (xvi) the risks described in this Proxy Statement.

No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. Company Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

 

24

THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the Special Meeting.

Date, Time, and Place

The Special Meeting will be held at [●] a.m. Pacific Time, on [●], 2026, at our corporate offices, located at 3161 Michelson Drive, Suite 1500, Irvine, California 92612.

Purpose of the Special Meeting

At the Special Meeting, we will ask Company Stockholders to vote on proposals to: (i) approve the Merger Agreement Proposal; (ii) approve, on a non-binding advisory basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

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

Company Stockholders must approve the Merger Agreement Proposal in order for the Merger to be consummated. If the Company Stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this Proxy Statement, which we urge you to read carefully in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only Company Stockholders of record as of the close of business on the Record Date are entitled to notice of the Special Meeting, and to vote at the Special Meeting. Information on how to obtain access to the list of stockholders of record entitled to vote at the Special Meeting for any purpose germane to the meeting will be available beginning ten (10) days prior to the meeting on our website at investors.tripointehomes.com in the Resources section of the Investors webpage. Stockholders submitting any such request will be asked to include their control number.

The presence in person or by proxy of Company Stockholders having a majority of the votes which could be cast by the holders of all outstanding shares of Company Common Stock entitled to vote at the meeting constitutes a quorum at the Special Meeting. On the Record Date, there were [●] shares of Company Common Stock outstanding and entitled to vote at the Special Meeting, meaning that [●] shares of Company Common Stock must be represented in person or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the Merger Agreement Proposal.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the Company Stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Agreement as of the Record Date is required to adopt the Merger Agreement. As of the Record Date, [●] shares constitute a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger Agreement. Adoption of the Merger Agreement by Company Stockholders is a condition to the closing.

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

 

25

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

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

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

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

Stock Ownership and Interests of Certain Persons

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

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

Voting of Proxies

If, at the close of business on the Record Date, your shares of Company Common Stock are registered in your name with our transfer agent, EQ, you may cause your shares of Company Common Stock to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your shares of Company Common Stock according to your directions.

Voting instructions are included on your proxy card. All shares of Company Common Stock represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the Company Stockholders. Properly signed and dated proxies that do not contain voting instructions will be voted: (i) “FOR” the Merger Agreement Proposal; (ii) “FOR” the non-binding, advisory Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

 

26

If, at the close of business on the Record Date, your shares of Company Common Stock are held in “street name” through a commercial bank, dealer, broker, trust company, or other nominee, you may vote through your commercial bank, dealer, broker, trust company, or other nominee by completing and returning the voting form provided by your commercial bank, dealer, broker, trust company, or other nominee or attending the Special Meeting and voting with a “legal proxy” from your commercial bank, dealer, broker, trust company, or other nominee. If such a service is provided, you may vote over the Internet or telephone through your commercial bank, dealer, broker, trust company, or other nominee by following the instructions on the voting form provided by your commercial bank, dealer, broker, trust company, or other nominee. If you do not return your bank’s, broker’s, or other nominee’s voting form, do not vote via the Internet or telephone through your commercial bank, dealer, broker, trust company, or other nominee, if possible, or do not attend the Special Meeting and vote with a “legal proxy” from your commercial bank, dealer, broker, trust company, or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal, but will have no effect on the Compensation Proposal (assuming a quorum is present) and the Adjournment Proposal.

Revocability of Proxies

Company Stockholder of Record: Shares Registered in Your Name

If you are a Company Stockholder of record entitled to vote at the Special Meeting, you can revoke or change your proxy at any time before the Special Meeting is held in any one of the following ways:

 

•

Attending the Special Meeting and voting your shares during the meeting, provided that your attendance at the Special Meeting will not automatically revoke your proxy unless you properly vote during the Special Meeting;

 

•

Specifically requesting that your prior proxy be revoked by delivering a written notice of revocation prior to the Special Meeting to the Company’s corporate secretary at the Company’s corporate offices at 3161 Michelson Drive, Suite 1500, Irvine, California 92612;

 

•

Properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities; or

 

•

Duly completing a later-dated proxy card relating to the same shares of Company Common Stock and delivering it to the Company’s corporate secretary before the taking of the vote at the Special Meeting.

At the time the Special Meeting occurs, the most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares of Company Common Stock are held in “street name” by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Adjournments

Although it is not currently expected, in the absence of a quorum the affirmative vote of Company Stockholders having a majority of the votes which could be cast by all Company Stockholders present in person or by proxy may adjourn the Special Meeting. The chairman of the Special Meeting may, for any or no reason, adjourn and/or recess the Special Meeting. An adjournment may be made without notice if the date, time, and place (if any), and the means of remote communication (if any) of such adjourned meeting are (i) announced at the meeting at which the adjournment is taken or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication.

 

27

The Board’s Recommendation

After careful consideration, the Board has unanimously (i) determined that the Merger Agreement and transactions contemplated therein, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company Stockholders; (ii) approved and declared advisable, the Merger Agreement and the transactions contemplated therein, including the Merger; (iii) approved the execution and delivery of the Merger Agreement and the performance by the Company of its covenants and obligations contained therein; (iv) directed that the Merger Agreement be submitted to the Company Stockholders for adoption at a meeting of the Company Stockholders; and (v) recommended that the Company Stockholders vote in favor of the adoption of the Merger Agreement.

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

Expenses of Proxy Solicitor

The expense of preparing, printing, and mailing materials related to the Special Meeting is being borne by the Company. The Company has retained D.F. King & Co., Inc. as proxy solicitor at a cost of approximately $[●] plus expenses.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on [●], 2026

This Proxy Statement is available through the “SEC Reports” section of our Investors website at https://investors.tripointehomes.com/investors/financial-info/sec-reports/.

Attending the Special Meeting

Only Company Stockholders, including Company Stockholders of record and Company Stockholders who hold their shares in “street name” through banks, brokers, or other nominees, are invited to attend the Special Meeting. Company Stockholders of record can vote in person at the Special Meeting.

To attend the Special Meeting, Company Stockholders of record need to bring a valid picture identification. If a Company Stockholder holds shares in “street name” through an account with a bank, broker, or other nominee, the holder will need to contact its bank, broker, or other nominee and obtain a “legal proxy” from the bank, broker, or other nominee and present the “legal proxy” and valid picture identification at the Special Meeting, which “legal proxy” will serve as the Company Stockholder’s admission ticket. Cell phones must be turned off prior to entering the Special Meeting. Cameras and video, audio, or any other electronic recording devices will not be allowed in the meeting room during the Special Meeting, except to the extent permitted by us. You can obtain directions to be able to attend the Special Meeting and vote in person, by requesting them in writing or by telephone from us at the following address and telephone number: Tri Pointe Homes, Inc., 3161 Michelson Drive, Suite 1500, Irvine, California 92612, Attention: Investor Relations; Telephone: (949) 478-8696. Information on how to obtain access to the list of stockholders of record entitled to vote at the Special Meeting for any purpose germane to the meeting will be available beginning ten (10) days prior to the meeting on our website at investors.tripointehomes.com in the Resources section of the Investors webpage.

 

28

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting, or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of Company Common Stock, please contact the Company’s proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Stockholders May Call: (877) 478-5047

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

Email: [email protected]

 

29

THE MERGER

This description of the proposed Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Tri Pointe Homes, Inc.

The Company builds premium homes and communities with deep ties to the communities it serves—some for as long as a century. The Company combines the financial resources, technology platforms, and proven leadership of a national organization with the regional insights, longstanding community connections, and agility of empowered local teams. The Company’s growth strategy is to capitalize on high demand in selected “core” markets with favorable population and employment growth as a result of proximity to job centers or primary transportation corridors. The Company’s operations are organized in two principal businesses: homebuilding and financial services. In consideration of the geographical layout of the Company’s homebuilding markets, we have identified three homebuilding operating and reporting segments: West region (including Arizona, California, Nevada, and Washington), Central region (including Colorado, Texas, and Utah), and East region (including the District of Columbia, Florida, Maryland, North Carolina, South Carolina, and Virginia).

The Company’s principal executive offices are located at 940 Southwood Blvd, Suite 200, Incline Village, Nevada 89451. Our telephone number is (775) 413-1030.

Company Common Stock is currently listed on the NYSE under the symbol “TPH.”

Sumitomo Forestry Co., Ltd.

Parent is engaged in a broad range of global businesses centered on wood, including forestry management, the manufacture and distribution of wood building materials, the contracting of single-family homes and medium- to large-scale wooden buildings, real estate development, and wood biomass power generation. Since entering the U.S. single-family housing business in 2003, Parent has expanded its business after navigating the challenging period following the global financial crisis and has since achieved steady organic growth. For more than 20 years, Parent has grown its U.S. homebuilding business, with one of its stated strategic pillars being the continued expansion of the number of homes Parent delivers to U.S. homebuyers.

In Parent’s long-term vision, “Mission TREEING 2030,” the group is seeking to promote the Sumitomo Forestry Wood Cycle, a value chain to contribute to decarbonization for the whole of society by increasing the CO2 absorption of forests and popularizing wooden buildings that store carbon for long periods of time. Parent continues to achieve sustained growth toward achieving its target of supplying 23,000 homes by 2030, as set forth in its long-term vision, “Mission TREEING 2030”.

Parent’s common stock is currently traded on the Tokyo Stock Exchange.

Teton NewCo, Inc.

Merger Sub is a Delaware corporation and an indirect, wholly owned subsidiary of Parent and was formed on February 6, 2026 solely for the purpose of engaging in the Merger, and has not engaged in any business activities other than as contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into the Company and will cease to exist.

 

30

Effect of the Merger

On the terms and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, and in accordance with the DGCL, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation. As a result of the Merger, Company Common Stock will no longer be publicly traded, and will be delisted from the NYSE. In addition, Company Common Stock will be deregistered under the Exchange Act. Except to the extent required pursuant to the indentures governing any Company Notes that remain outstanding following the Closing Date, the Company will no longer file periodic or other reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of an executed certificate of merger with the Secretary of State of the State of Delaware (or at such later date or time as may be specified in the certificate of merger and agreed to in writing by the parties to the Merger Agreement in accordance with the DGCL).

Effect on the Company if the Merger is Not Completed

If the Merger Agreement is not adopted by the Company Stockholders, or if the Merger is not completed for any other reason:

 

•

the Company Stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Company Common Stock pursuant to the Merger Agreement;

 

•

(A) the Company will remain an independent public company, (B) Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (C) the Company will continue to file periodic reports with the SEC with respect to Company Common Stock;

 

•

the Company anticipates that (A) management will operate the business in a manner similar to that in which it is being operated today and (B) Company Stockholders will be subject to similar types of risks and uncertainties as those to which they are currently subject, including, but not limited to, risks and uncertainties with respect to the Company’s business, prospects, and results of operations, as such may be affected by, among other things, the industry in which the Company operates and economic conditions;

 

•

the price of Company Common Stock may decline significantly, and if that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which it trades as of the date of this Proxy Statement;

 

•

the Board will continue to evaluate and review the Company’s business operations, strategic direction, and capitalization, among other things, and will make such changes as are deemed appropriate (irrespective of these efforts, it is possible that no other transaction acceptable to the Board would be offered or that the Company’s business, prospects, and results of operations would be adversely impacted); and

 

•

under certain specified circumstances, the Company may be required to pay Parent the Company Termination Fee. For more information, please see the sections of this Proxy Statement titled “Proposal 1: The Merger Agreement Proposal—Termination of the Merger Agreement” and “Proposal 1: The Merger Agreement Proposal—Company Termination Fee.”

Merger Consideration

Company Common Stock

At the effective time of the Merger:

 

•

each share of Company Common Stock issued and outstanding as of immediately prior to the Effective Time will be automatically converted into the right to receive the Merger Consideration, except for

 

31

Owned Company Shares, shares held by any direct or indirect wholly owned subsidiary of the Company, or Dissenting Shares;

 

•

each Owned Company Share will automatically be canceled and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof; and

 

•

each share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company, if any, will be converted into such number of shares (or fraction thereof) of common stock, par value $0.01 per share, of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration.

At the Effective Time, all Dissenting Shares will be cancelled and cease to exist, and the holders of Dissenting Shares will only be entitled to the rights granted to them under Section 262 with respect to such Dissenting Shares.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Company Common Stock that you own (less any applicable withholding taxes), but you will no longer have any rights as a Company Stockholder (except that Company Stockholders who properly and validly exercise their appraisal rights, and do not withdraw or otherwise lose their appraisal rights, will have a right to receive payment of the “fair value” of their shares of Company Common Stock as determined pursuant to an appraisal proceeding, as contemplated by Section 262). For more information, please see the section of this Proxy Statement titled “The Merger—Appraisal Rights.”

Treatment of Company RSUs and Company PSUs

Company RSUs

 

i.

At the Effective Time, each Company RSU granted under the Company Equity Plans prior to 2026 and each Company RSU held by a non-employee director of the Company, in each case whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU, multiplied by (B) the Merger Consideration.

 

ii.

Each Company RSU that is not subject to the preceding clause (i) above that is outstanding as of immediately prior to the Effective Time will be canceled and automatically converted into and substituted with a cash award representing the right to receive, upon each applicable vesting date for such Company RSU (or if earlier, upon a severance-eligible termination of employment), and subject to the same time-vesting terms and conditions that applied to such Company RSU (other than vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU that would have vested on such vesting date had such Company RSU remained outstanding through such vesting date, multiplied by (B) the Merger Consideration.

Company PSUs

At the Effective Time, each Company PSU granted under the Company Equity Plans, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company PSU (at maximum performance), multiplied by (B) the Merger Consideration.

 

32

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board, Company management or any other parties, their respective affiliates or advisors or representatives of each of the foregoing, but is instead a summary of material developments over the course of such discussions and negotiations. Except as stated otherwise, all dates and times discussed in this “Background of the Merger” section are reflective of Pacific Time.

As part of the Company’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Company regularly assesses the Company’s business and operations, competitive position, historical performance, future prospects and long-term strategic plan. In connection with this process, the Board and Company management periodically review and consider such strategic goals and plans. These reviews have included, among other things, consideration of potential opportunities for acquisitions, divestitures and other potential financial and strategic alternatives, in each case with a view towards enhancing stockholder value.

As part of their routine coverage efforts of parties participating in the homebuilding industry, from time to time, representatives of Moelis engaged in various separate discussions with representatives of Sumitomo Forestry America, Inc. (“SF America”) and representatives of the Company regarding the U.S. housing market, mergers and acquisitions trends and their respective strategic objectives. In that context, Moelis representatives discussed with Parent and the Company, among other topics, the possibility of strategic transactions in the industry. These initial discussions were conducted by Moelis in the ordinary course of its coverage activities and were not undertaken at the direction of the Board or Company management or the board of directors or management of Parent.

On May 16, 2024, Atsushi Iwasaki, then President of SF America and currently Parent’s Managing Executive Officer (Divisional Manager of Overseas Housing Division), Doug Bauer, the Company’s Chief Executive Officer, and Thomas Mitchell, the Company’s President and Chief Operating Officer, met for a dinner meeting in Newport Beach, California. A representative of Moelis attended the meeting as a facilitator, but not as an advisor to either party. During the meeting, Messrs. Bauer and Iwasaki had introductory high-level discussions regarding the parties’ respective business philosophies, management approaches, corporate cultures and current market conditions. Following the meeting, Mr. Bauer briefed Steven Gilbert, Chairman of the Board, about the meeting and discussion.

On September 18, 2024, Mr. Mitchell and Glenn Keeler, the Company’s Chief Financial Officer, met with Mr. Iwasaki and Toshiro Mitsuyoshi, Parent’s President and Executive Officer (and a Representative Director), in Irvine, California. A representative of Moelis attended the meeting as a facilitator, but not as an advisor to either party. The meeting was introductory in nature and consisted primarily of the exchange of additional background information regarding the parties’ respective businesses. Following the meeting, Messrs. Bauer and Mitchell briefed Mr. Gilbert about the meeting and discussion.

On June 21, 2025, at the invitation of Parent, Messrs. Bauer and Mitchell, together with a representative of Moelis, traveled to Tokyo, Japan for a two-day visit that included executive meetings and site tours with members of Parent’s leadership team, including Mr. Mitsuyoshi, Mr. Iwasaki and Atsushi Kawamura, Parent’s Senior Managing Executive Officer. During these meetings, the parties discussed their respective businesses. Mr. Mitsuyoshi also discussed Parent’s long-term growth strategy in the U.S., including its stated objective of supplying approximately 23,000 homes annually by 2030, as articulated in Parent’s long-term vision, “Mission TREEING 2030.”

On July 23, 2025, the Board held a meeting at which Messrs. Bauer and Mitchell provided an update regarding their meetings with representatives of Parent in Tokyo.

On September 19, 2025, Messrs. Iwasaki, Bauer and Mitchell met in Newport Beach, California. A representative of Moelis also attended the meeting. During this meeting, the attendees continued their discussion

 

33

of their respective businesses and strategic objectives. Following the meeting, Mr. Bauer individually briefed each member of the Board regarding the discussion with Mr. Iwasaki.

On November 15, 2025, Messrs. Bauer and Mitchell met with Messrs. Iwasaki and Mitsuyoshi for a dinner meeting in Los Angeles, California, also attended by a representative of Moelis. During this meeting, Mr. Mitsuyoshi, among other things, described his views regarding the potential strategic fit between Parent and the Company, Parent’s long-term objective of achieving approximately 23,000 home deliveries annually in the U.S. by 2030 through Parent’s “Mission TREEING 2030,” and that Parent was dedicated to becoming a leading homebuilder in the U.S. Mr. Mitsuyoshi also noted that he believed the Company could serve as a platform to support Parent’s achievement of these objectives in the U.S. Mr. Mitsuyoshi indicated that members of Parent’s board of directors were scheduled to meet on November 28, 2025 to discuss, among other matters, the potential consideration of an offer to acquire the Company, and that Mr. Iwasaki would follow up with Mr. Bauer on or about December 1, 2025. In response, Mr. Mitchell indicated that the Company was not for sale, but that the Board would consider possible proposals to create value for Company stockholders. Following the meeting, Mr. Bauer individually briefed each of the Board members about the discussion with the Parent representatives.

On December 1, 2025, Mr. Iwasaki called Mr. Bauer and indicated Parent’s intention to submit a non-binding indication of interest to acquire the Company at a price of $41.00 per share. Later that day, Parent submitted a written preliminary, non-binding indication of interest to purchase all outstanding shares of Company common stock at a price of $41.00 per share in cash (the “December 1 Proposal”), which represented an approximately 20% premium to the Company’s closing stock price of $34.21 on November 26, 2025 and an approximately 23% premium to the Company’s 90-day volume weighted average stock price as of November 26, 2025. The December 1 Proposal noted, among other things, that there would be no financing contingency for the proposed transaction, and that Parent believed it could complete all remaining due diligence and execute a definitive agreement within 45 days of mutual engagement. The December 1 Proposal stated Parent’s belief that a significant part of the Company’s value resides in its management team and employees with their long-term experience in delivering quality homes in the U.S., and noted that at the appropriate time, Parent envisioned engaging in discussions with the Company’s management team about the go-forward management structure. The December 1 Proposal also stated that Parent had engaged Morgan Stanley (and their affiliate Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.) (collectively, “Morgan Stanley”) and Morrison & Foerster LLP (“Morrison & Foerster”) as its financial and legal advisors, respectively.

Following receipt of the December 1 Proposal, Company management discussed the December 1 Proposal with representatives of Moelis, which the Company anticipated engaging as its financial advisor, and representatives of Paul Hastings LLP (“Paul Hastings”), outside legal counsel to the Company. Mr. Bauer also had individual discussions with Board members to discuss the proposal and potential responses. Following these discussions, the consensus of the Board members was that the December 1 Proposal price was inadequate and Moelis was therefore directed to inform Parent of the Board’s rejection of the December 1 Proposal.

On December 2, 2025, as directed by the Board, representatives of Moelis informed Mr. Iwasaki and representatives of Morgan Stanley that the Board had rejected the December 1 Proposal on the basis that its price was inadequate and did not reflect the Company’s standalone prospects or its strategic value and that the Company was not for sale.

On December 8, 2025, Mr. Iwasaki contacted Mr. Bauer to discuss the Company’s rejection of the December 1 Proposal. During the discussion, Mr. Bauer conveyed the Board’s view that a transaction price based solely on a premium to the Company’s then-current trading price would not appropriately reflect the Company’s intrinsic value, noting that the Company’s stock price reflected, among other things, market factors that did not fully capture the Company’s underlying asset values.

On December 9, 2025, a customary relationship disclosure letter from Moelis was distributed to the Board.

 

34

On December 10, 2025, representatives of Moelis had a discussion with representatives of Morgan Stanley, who indicated that Parent understood that the December 1 Proposal price of $41.00 per share was not attractive to the Company and that Parent was considering whether to provide an improved proposal. Representatives of Moelis informed Company management of this discussion.

On December 11, 2025, Mr. Iwasaki called Mr. Bauer and indicated Parent’s intention to submit a revised preliminary, non-binding indication of interest to acquire the Company at a price of $45.00 per share. Later that day, Parent submitted a written revised preliminary, non-binding indication of interest to acquire all outstanding shares of Company common stock at a price of $45.00 per share in cash (the “December 11 Proposal”) which represented an approximately 10% increase to the December 1 Proposal, an approximately 34% premium to the Company’s closing stock price of $33.69 on December 10, 2025 and an approximately 34% premium to the Company’s 90-day volume weighted average stock price as of December 10, 2025. It also represented a per share value higher than any price at which Company stock had traded in the prior 52 weeks and was within approximately 5% of the Company’s all-time high closing share price. The December 11 Proposal provided, among other things, that the proposed transaction was not subject to any financing contingency and Parent still expected to be able to complete all remaining due diligence and execute a definitive agreement within 45 days of mutual engagement.

On December 15, 2025, the Board held a meeting at which members of Company management and representatives of Moelis and Paul Hastings were present. The Board discussed Parent’s December 1 Proposal and December 11 Proposal. Representatives of Paul Hastings provided the Board members with a review of their fiduciary duties. During the Board meeting, members of Company management led a discussion and presented preliminary financial projections prepared by Company management projecting the Company’s performance through 2030. Following discussion, the Board approved the financial model to serve as the basis for Moelis’ preliminary financial analyses. Representatives of Moelis then reviewed its preliminary financial analyses of the Company. Representatives of Moelis outlined potential next steps if the Board decided to engage with Parent which would include executing a customary confidentiality agreement with Parent and coordinating a diligence plan with Parent. Representatives of Moelis also discussed the merits and timing of the Company potentially contacting other potential acquirors. The meeting participants also acknowledged that Parent’s proposals had not requested exclusivity, and that representatives of Parent had indicated that it would seek to improve its proposal with access to Company confidential information. Following discussion, the Board approved the negotiation and entry into a confidentiality agreement with Parent, to allow Parent and its advisors to engage in more in-depth diligence following which Parent would be expected to submit an improved proposal. Representatives of Moelis then left the meeting. In executive session, the Board discussed and approved the engagement of Moelis as financial advisor to the Company in connection with the evaluation of a potential strategic transaction. Later on December 15, 2025, the Company and Moelis executed an engagement letter.

Later on December 15, 2025, Mr. Bauer had a conversation with Mr. Iwasaki and indicated that the Board had agreed to proceed with the entry into a confidentiality agreement with Parent to allow Parent to engage in further diligence and submit an improved proposal.

On December 17, 2025, as directed by the Board, representatives of Moelis provided to representatives of Parent a draft confidentiality agreement on behalf of the Company which was subsequently negotiated by the Company and Parent.

On December 22, 2025, the Company and SF America, a wholly owned subsidiary of Parent, executed a confidentiality agreement, which included a customary standstill provision, which would automatically fall away if, among other things, the Company entered into a definitive agreement for the sale of 25% or more of the Company’s outstanding equity securities entitled to vote in the election of the Board or consolidated assets. The confidentiality agreement contained a “don’t ask, don’t waive” provision, whereby SF America agreed not to request, for the duration of the standstill, the Company to amend or waive any provisions of the standstill sections of the confidentiality agreement. Such provisions, however, contained carveouts allowing SF America

 

35

and Parent to make confidential proposals to the Company in a manner that would not reasonably be expected to require any public disclosure by the parties.

Also on December 22, 2025, representatives of Morgan Stanley submitted a list of diligence information requests to representatives of Moelis.

Starting on December 24, 2025, and until the execution of the Merger Agreement, the Company uploaded extensive due diligence materials (including non-public information and data) to a virtual data room (the “Data Room”) that was made available to representatives of Parent and its advisors. The due diligence information made available to representatives of Parent and its advisors in the Data Room continued to be supplemented and updated by the Company and its representatives in response to diligence information requests from representatives of Parent and its advisors during the period through February 12, 2026.

From December 30, 2025 through February 12, 2026, members of Company management and representatives of Moelis met on various occasions with representatives of Parent and its advisors to discuss ongoing diligence and process-related matters.

On December 31, 2025, representatives of Morgan Stanley shared a diligence work plan with representatives of Moelis. Upon review of the work plan, representatives of Moelis observed that the plan did not contemplate the submission of a revised indication of interest that had been discussed previously between Mr. Bauer and Mr. Iwasaki on December 15, 2025.

On January 2, 2026, representatives of Moelis and Company management discussed Parent’s proposed diligence work plan. Company management requested that Moelis communicate to Morgan Stanley that Mr. Iwasaki had previously indicated that Parent would submit a revised proposal following initial diligence review, and that the proposed work plan did not reference such a revised proposal.

On January 3, 2026, representatives of Moelis conveyed the Company’s feedback on the diligence work plan to representatives of Morgan Stanley. Representatives of Moelis indicated the Company’s disappointment that Parent had not complied with the terms communicated by Mr. Iwasaki to Mr. Bauer around submitting a revised proposal following initial diligence review, and indicated that the Company would only be prepared to provide access to confirmatory due diligence following such compliance. Later that day, representatives of Parent acknowledged they would provide a revised indication of interest following receipt of certain due diligence materials and participation in a diligence session with Company management.

On January 5, 2026, representatives of Moelis communicated the Company’s feedback regarding the diligence work plan to Mr. Iwasaki. Mr. Iwasaki indicated that Parent wished to schedule a diligence call with Company management the following week and that Parent intended to submit a revised proposal shortly thereafter.

On January 7, 2026, representatives of Morgan Stanley participated in a financial diligence call with Mr. Keeler and representatives of Moelis.

On January 13, 2026, members of Company management and representatives of Moelis held a diligence meeting with representatives of Parent and its advisors, which covered key diligence questions including business outlook, strategy and divisional performance.

On January 16, 2026, Mr. Iwasaki called Mr. Bauer and indicated Parent’s intention to submit a revised, non-binding indication of interest to acquire the Company at a price of $47.00 per share. During the call, Mr. Iwasaki informed Mr. Bauer of (i) Parent’s concern around existing macroeconomic conditions, including depreciation of the Japanese yen against the U.S. dollar, (ii) that Parent’s $47.00 per share proposal reflected the maximum valuation authorized by Parent’s board of directors and that a request for additional consideration may

 

36

not be well-received by Parent’s board of directors, and (iii) concern that a request to further raise the purchase price might cause Mr. Iwasaki to lose support of Parent’s board of directors to proceed with the transaction. Mr. Iwasaki also indicated that Parent desired to sign and announce the proposed transaction on February 13, 2026. Mr. Bauer indicated that he would inform the Board of this discussion.

Later on January 16, 2026, Parent submitted a written revised, non-binding indication of interest to acquire all outstanding shares of Company common stock at a price of $47.00 per share in cash (the “January 16 Proposal”), which represented an approximately 15% increase to the December 1 Proposal, an approximately 32% premium to the Company’s closing stock price of $35.50 on January 15, 2026 and an approximately 42% premium to the Company’s 90-day volume weighted average stock price as of January 15, 2026. It also represented a per share value higher than the Company’s all-time high closing share price. Similar to the December 11 Proposal, the January 16 Proposal provided, among other things, that the proposed transaction was not subject to any financing contingency. The January 16 Proposal also stated that Parent expected to be able to complete its remaining due diligence quickly.

On January 18, 2026, the Board held a meeting at which members of Company management and representatives of Moelis and Paul Hastings were present. Mr. Bauer updated the Board on the recent discussions with Parent, discussed the January 16 Proposal and his related discussion with Mr. Iwasaki. Representatives of Moelis then discussed with the Board Moelis’ preliminary financial analyses of the Company and the January 16 Proposal. Representatives of Moelis further discussed that Parent’s remaining diligence items appeared limited and generally confirmatory in nature, potential next steps in response to the January 16 Proposal and that Parent had communicated that its board of directors could not be in a position to reconvene before the end of the month. The Board and the other participants also discussed the risk that pausing diligence and discussions for two weeks could possibly lead to the loss of transaction momentum and a delay in getting to a signing. Representatives of Paul Hastings provided the Board members with a review of their fiduciary duties.

The Board and the other participants also discussed that Parent had increased its initial offer price from $41.00 to $45.00, and then from $45.00 to $47.00, the $47.00 price and Moelis’ financial analyses. The Board and the other meeting participants noted the potential impact of uncertainty and volatility in the U.S. dollar to yen exchange rate, and how it could potentially influence Parent’s ability to improve its offer and/or continue to pursue a transaction at its current price level. Following discussion, the Board concluded not to seek an additional price increase from Parent but, instead, focus on securing favorable deal-certainty and deal-protection provisions in the merger agreement as a condition to agreeing to proceed with the proposed $47.00 per share price. The Board and the other participants discussed the low likelihood of other potential bidders for the Company at a price higher than $47.00.The Board and its advisors also considered that, in addition to the low likelihood of a resulting competitive bid, seeking other bids would increase the risk of a leak, and would likely delay the announcement of a transaction with Parent. Following further discussion, the Board authorized management and its advisors to proceed under the January 16 Proposal, subject to prior agreement by Parent to (i) a Company termination fee of 2% of implied equity value, which was below the range typically observed in similar transactions and which the Board believed would help preserve the Company’s ability to receive and consider potential alternative acquisition proposals following public announcement of the transaction, (ii) no third-party approvals being conditions to closing except for Company stockholder and U.S. antitrust approvals, and (iii) a target announcement date for the transaction of February 13, 2026.

Later on January 18, 2026, Mr. Bauer contacted Mr. Iwasaki and conveyed the Board’s conditions for proceeding with the January 16 Proposal. Mr. Iwasaki stated that he would discuss such conditions with representatives of Parent and its advisors and revert. Later that day, a representative of Paul Hastings had a similar discussion with a representative of Morrison & Foerster.

On January 19, 2026, a representative of Morgan Stanley contacted a representative of Moelis to provide feedback on the Board’s conditions for proceeding with the January 16 Proposal. The representative of Morgan Stanley indicated that Parent was in agreement with a signing date of February 13, 2026 and counter-proposed a

 

37

Company termination fee of 2% of implied equity value for the first 30 days following signing, increasing to 3% thereafter. The representatives of Morgan Stanley also indicated that Parent was still considering its position regarding whether any third-party approvals should be conditions to closing in addition to Company stockholder and U.S. antitrust approvals. The representative of Moelis indicated that the Company would be prepared to provide access to additional due diligence materials following agreement on the terms as communicated by Mr. Bauer to Mr. Iwasaki.

Also on January 19, 2026, representatives of Paul Hastings had a discussion with representatives of Morrison & Foerster to discuss the Board’s conditions for proceeding with the January 16 Proposal. During the discussion, the representatives of Morrison & Foerster indicated that Parent would agree to no third-party approvals being conditions to closing except for Company stockholder and U.S. antitrust approvals, subject to confirmatory diligence on the subject and an inside date for closing the transaction after announcement. Representatives of Paul Hastings reiterated the Company’s position that Parent agree to the Company’s proposed termination fee of 2% of implied equity value, without a further increase to 3%.

On January 21, 2026, representatives of Morrison & Foerster and representatives of Morgan Stanley confirmed to representatives of Paul Hastings and representatives of Moelis that Parent would agree to the Board’s conditions to proceed with the January 16 Proposal, subject to agreement on an appropriate inside date.

Also on January 21, 2026, the Board held a meeting at which members of Company management and representatives of Moelis and Paul Hastings were present. The Board was updated on the recent discussions with Parent and its advisors since the last Board meeting. The Board was also informed that Parent had agreed to the Board’s conditions with respect to the January 16 Proposal discussed at the last Board meeting, subject to an agreement on an appropriate inside date and that Parent was prepared to proceed towards a transaction announcement on February 13, 2026. For the various reasons discussed at the previous Board meetings, including the $47.00 per share price of the January 16 Proposal, market volatility, the low likelihood of obtaining a higher bid from another third party, the low termination fee and limited closing conditions that Parent had agreed to, as well as the Board’s concerns regarding the potential risks to the Company’s business and operations if discussions were to become public , the Board authorized management and its advisors to proceed with facilitating completion of Parent’s confirmatory due diligence and negotiation of definitive transaction documentation at a purchase price of $47.00 per share. Without Company management present, and following further discussion and noting that the parties had reached an understanding on the purchase price and other material transaction terms, the Board indicated its support of management proceeding to engage with Parent in substantive discussions on management compensation and retention matters, including potential retention bonuses for members of senior management and payment of PSUs at maximum value in connection with a transaction.

Also on January 21, 2026, representatives of Morrison & Foerster sent an initial draft of the merger agreement to representatives of Paul Hastings. Among other terms, the draft merger agreement proposed that rather than Parent directly acquiring the Company, the acquiring entity would be SF America, a wholly owned subsidiary of Parent based in the U.S., with Parent providing a guarantee for certain limited provisions of the merger agreement. The draft merger agreement also provided for the previously agreed upon terms of a Company termination fee of 2% of implied equity value, and no third-party approvals being conditions to closing except for Company stockholder and U.S. antitrust approvals as well as an inside date.

Between January 28 and February 6, 2026, Messrs. Bauer and Mitchell had discussions with Mr. Iwasaki to discuss ongoing diligence, retention topics (including compensation to members of Company management) and process-related matters.

On January 28, 2026, the Board held a meeting at which members of Company management were present. Members of Company management led a discussion and presented revised financial projections projecting the Company’s performance through 2030 prepared by Company management, noting that the differences from the

 

38

previously reviewed financial model at the Board meeting on December 18, 2025 were not significant and reflected discussions with the Company’s operating divisions conducted in the ordinary course of the Company’s business planning process (the “Forecasts”, as described in the section titled “The Merger—Certain Company Financial Forecasts” beginning on page [●]). Following discussion, the Board approved the Forecasts for use by Moelis in connection with its financial analyses and opinion and to also be provided to Parent. The Forecasts were subsequently uploaded to the Data Room.

On January 29, 2026, representatives of Paul Hastings sent a revised draft of the merger agreement to representatives of Morrison & Foerster. The revisions included, among other things, specifying Parent as the acquirer (and not solely as a guarantor of certain obligations), modifying various Company representations to a more balanced and customary scope, revising certain covenants governing the Company’s operations between signing and closing to provide the Company with appropriate flexibility to operate its business in the ordinary course during that period, and proposed certain covenants relating to post-closing employee matters.

On January 31, 2026, representatives of Paul Hastings sent a draft company disclosure letter to representatives of Morrison & Foerster.

From January 28 through February 12, 2026, members of Company management and Mr. Iwasaki, and representatives of Moelis, Paul Hastings, Morgan Stanley and Morrison & Foerster, engaged in a number of discussions to finalize due diligence and the definitive agreements. Members of the Company senior management also discussed with representatives of Parent the treatment of their PSUs in the transaction and compensation-related matters, including the potential payment of retention bonuses to senior members of management and treatment of Company Equity Awards in connection with the transaction (see section of this Proxy Statement titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●]).

On February 4, 2026, the Board held a meeting at which members of Company management and representatives of Moelis and Paul Hastings were present. Mr. Bauer provided an update on the latest discussions with Parent. Mr. Bauer noted that his recent discussions with Mr. Iwasaki had confirmed substantial alignment on operational aspects during the pendency of the potential transaction, though discussions relating to employee benefits and compensation matters remained ongoing and that an in-person meeting with representatives of Parent’ senior management was scheduled for later that week in California. Representatives of Moelis provided an update regarding the transaction process and reviewed certain financial information related to the proposed transaction with Parent. Representatives of Paul Hastings reviewed the key terms of the merger agreement and related transaction documentation and noted the limited number of open points in the transaction documents. Following discussion, the Board authorized Company management and its advisors to proceed in finalizing the terms and documentation for the potential transaction with Parent in accordance with the discussions at the meeting.

On February 7, 2026, representatives of Morrison & Foerster shared with representatives of Paul Hastings a form of a debt commitment letter between Parent and a Japanese bank for the purpose of securing funding for the transaction.

On February 8, 2026, Mr. Bauer, Mr. Mitchell, Mr. Keeler, Heather Breidenthal (the Company’s Chief Human Resources Officer), David Lee (the Company’s General Counsel and Secretary), and Linda Mamet (the Company’s Executive Vice President and Chief Marketing Officer) met in Irvine, California with Mr. Iwasaki, Akira Ichikawa (Parent’s Chairman of the Board (and a Representative Director)), Atsushi Kawamura (Parent’s Senior Managing Executive Officer), Yujiro Yoshizawa (President of SF America) and Minetaka Tanimoto (Parent’s General Manager of North America Housing Department). A representative of Moelis also attended. During this visit, the parties held a meeting at the Company’s headquarters and toured one of the Company’s residential development projects, followed by a dinner meeting.

 

39

From February 8 through February 12, 2026, Messrs. Bauer and Mitchell and Mr. Iwasaki had multiple discussions regarding remaining issues in the merger agreement and retention of members of Company management. During the same period, representatives of Paul Hastings and Morrison & Foerster continued negotiations of the draft merger agreement, the debt commitment letter and other ancillary documents.

On February 9, 2026, an updated customary relationship disclosure letter from Moelis was distributed to the Board.

On February 12, 2026, the Board held a meeting at which members of Company management and representatives of Moelis, Paul Hastings and Potter Anderson & Corroon LLP, the Company’s Delaware counsel, were present. Representatives of Moelis reviewed with the Board Moelis’ financial analyses of the merger consideration and, upon a request by the Board, rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion addressed to the Board, dated February 12, 2026, to the effect that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the opinion, the merger consideration to be received by holders of Company Common Stock in the Merger is fair, from a financial point of view, to such holders (as more fully described below in the section “The Merger—Opinion of Moelis & Company LLC” beginning on page [●]). Also at this meeting, counsel reviewed with the Board its fiduciary duties under Delaware law in connection with its consideration of the potential transaction. Representatives of Paul Hastings further reviewed the principal terms of the Merger Agreement and related transaction documentation, as well as other material considerations discussed and negotiated with Parent and its advisors, including the debt financing terms.

Following additional discussion and after taking into consideration the information provided by and discussed with its advisors, including the factors described in greater detail in the section of this Proxy Statement titled “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page [●], the Board unanimously: (1) determined that the Merger Agreement and the transactions contemplated therein, including the Merger, are advisable, fair to and in the best interests of Company and its stockholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated therein, including the Merger, (3) approved the execution and delivery of the Merger Agreement and performance by Company of its covenants and obligations contained therein, (4) directed that the Merger Agreement be submitted to the Company Stockholders for adoption at a meeting of Company’s stockholders and (5) recommended that the Company Stockholders vote in favor of the adoption of the Merger Agreement. Also at this meeting, the Board approved an amendment to Company bylaws to add a provision that made the courts of Delaware the exclusive forum for certain internal corporate disputes.

At approximately noon on February 13, 2026 (Japan Standard Time), the Company, Parent and Merger Sub executed the Merger Agreement.

Before the opening of financial markets in New York on February 13, 2026, Company and Parent issued a joint press release announcing the Merger Agreement.

Recommendation of the Board and Reasons for the Merger

Recommendation of the Board

On February 12, 2026, the Board, after considering various factors, including the non-exhaustive list of material factors described herein, and after consultation with the Company’s independent legal and financial advisors, unanimously (i) determined that the Merger Agreement and transactions contemplated therein, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company Stockholders; (ii) approved and declared advisable, the Merger Agreement, and the transactions contemplated therein, including the Merger; (iii) approved the execution and delivery of the Merger Agreement and the performance by the Company of its covenants and obligations contained therein; (iv) directed that the Merger Agreement be submitted to the Company Stockholders for adoption at a meeting of the Company Stockholders; and (v) recommended that the Company Stockholders vote in favor of the adoption of the Merger Agreement.

 

40

Reasons for the Merger

In evaluating the Merger Agreement and the Merger, the Board consulted with the Company’s management and independent legal and financial advisors and, in reaching its decision at its meeting on February 12, 2026 to approve the Merger Agreement and the transactions contemplated thereby and to recommend that the holders of shares of Company Common Stock vote “FOR” the adoption of the Merger Agreement, the Board considered a variety of factors in respect of the Merger, including the following (not necessarily in order of relative importance):

 

•

Merger Consideration; Premium. The $47.00 per share of Company Common Stock in cash to be paid as Merger Consideration represents a 38%, 41%, and 43% premium to the price per share of Company Common Stock based on the volume weighted average price for the 30, 60, and 90 trading day periods, respectively, ended on February 10, 2026.

 

•

Value Relative to Stand-Alone Prospects. The Board’s belief that the Merger Consideration compares favorably to the potential long-term value of the Company Common Stock if the Company were to remain as a stand-alone publicly traded company, after taking into account the risks and uncertainties associated with remaining a stand-alone publicly traded company, including the Company’s business, its competitive position, and current industry and financial conditions. Among other things, the Board considered:

 

•

its assessment of the Company’s historical financial performance;

 

•

its knowledge of the Company’s businesses, assets, financial condition, results of operations, and prospects (as well as the risks involved in achieving those prospects), the nature of the Company’s businesses, the industries and regulatory environments in which the Company operates and competes, and the market for Company Common Stock;

 

•

the cyclical nature of the homebuilding industry and macroeconomic factors currently affecting the Company, including employment levels, availability of financing for homebuyers, interest rates, consumer confidence and spending, wage growth and inflation, household formations, levels of new and existing homes for sale, cost of land, labor and construction materials, demographic trends, and housing demand;

 

•

the risks associated with changing regulatory and legal landscapes affecting the Company’s various business lines, including changes in interest rates and tax laws related to the purchase and sale of homes;

 

•

the Forecasts, and the execution risks implicit in achieving the Forecasts, including the risk of an economic downturn or that the Company’s strategic initiatives may incur expenses greater than those projected; and

 

•

the risks and uncertainties relating to the high degree of competition the Company faces from both large national homebuilding companies and smaller local homebuilders in its industry, particularly given the relatively low barriers to entry of the homebuilding industry.

 

•

Strategic Alternatives. The potential values, benefits, risks, and uncertainties facing the Company Stockholders associated with possible strategic alternatives to the Merger (including possible alternative strategic transactions and scenarios involving the possibility of remaining a stand-alone publicly traded company), and the timing, risks, and likelihood of accomplishing such strategic alternatives. Among other things, the Board considered:

 

•

the Board’s assessment that the Merger Consideration of $47.00 per share of Company Common Stock is more favorable to the Company Stockholders than the potential value that would reasonably be expected to result from other strategic and financial alternatives reasonably available, including continuing to remain a stand-alone publicly traded company; and

 

41

•

the Board’s assessment, with input from its independent financial advisor, that the number of potential strategic or financial counterparties to an alternative transaction involving an acquisition of the Company at the price and terms provided by Parent was likely low.

 

•

Loss of Opportunity. The possibility that, if the Board declined to recommend the Merger Agreement, there may not be another opportunity for the Company Stockholders to receive a comparably-priced offer with a comparable level of closing certainty.

 

•

Cash Consideration. The fact that the Merger Consideration is all cash, which provides certainty and immediate liquidity and value to each of the Company Stockholders, enabling the Company Stockholders to realize value that has been created at the Company while eliminating long-term business and execution risk.

 

•

Fairness Opinion of Moelis. The financial analysis reviewed by Moelis with the Board, as well as the oral opinion of Moelis delivered to the Board on February 12, 2026 (which was subsequently confirmed in writing by delivery of Moelis’ written opinion addressed to the Board, dated February 12, 2026), to the effect that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Merger Consideration to be received in the Merger by holders of Company Common Stock is fair, from a financial point of view, to such holders, as more fully described in the section “The Merger—Opinion of Moelis & Company LLC” beginning on page [●] of this Proxy Statement.

 

•

Likelihood of Closing. The likelihood that the transactions contemplated by the Merger Agreement, including the Merger, would be completed, based on, among other things:

 

•

the fact that Parent obtained a debt financing commitment for the Merger and the limited number and nature of the conditions to the debt financing;

 

•

the fact that Parent provided fully executed and complete copies of its debt commitment letter to the Company, and that the net proceeds of the financing contemplated by the debt commitment letter along with other financial resources of Parent and its affiliates appeared, in the aggregate, to be sufficient to pay the Merger Consideration and any other fees and expenses reasonably expected to be incurred in connection with the Merger Agreement;

 

•

the likelihood and anticipated timing of obtaining all required regulatory clearances in connection with the Merger and the commitments Parent and Merger Sub agreed to in the Merger Agreement regarding regulatory approvals; and

 

•

the fact that the Merger is not subject to the conditionality and execution risk of any required approval by Parent’s shareholders.

 

•

No Financing Condition. The absence of any financing condition in the Merger Agreement.

 

•

Merger Agreement. The terms of the Merger Agreement, which were reviewed by the Board with its outside legal counsel, and the fact that such terms were the product of arm’s-length negotiations between the parties, including:

 

•

the high degree of certainty that the Merger would close in a timely manner in light of the conditions and other terms set forth in the Merger Agreement;

 

•

the limited number and nature of the conditions to Parent and Merger Sub’s obligations to consummate the Merger;

 

•

the fact that the definition of “Company Material Adverse Effect” has a number of customary exceptions and is generally a very high standard applied by courts;

 

•

the fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course between execution of the Merger Agreement and consummation of the Merger;

 

42

•

the ability of the Board to furnish information to, and conduct negotiations with, third parties in certain circumstances, and to terminate the Merger Agreement to accept a superior proposal upon payment of a termination fee of $82,336,000;

 

•

the Outside Date (as defined in the section titled “Proposal 1: The Merger Agreement Proposal— Termination of the Merger Agreement”), which is expected to allow for sufficient time to complete the Merger;

 

•

the ability of the Board to change its recommendation in the event of an Intervening Event (as defined in the Merger Agreement) in accordance with the terms and conditions set forth in the Merger Agreement if the Board determines in good faith that the failure to do so would be inconsistent with its fiduciary duties;

 

•

the Board’s view that the terms of the Merger Agreement would be unlikely to deter third parties from making a superior proposal, including the Merger Agreement’s terms and conditions as they relate to the ability of the Board to change its recommendation with respect to the Merger Agreement and the Merger;

 

•

the belief that the employee benefit arrangements provided in the Merger Agreement would help assure the continuity of management and other key employees, and increase the likelihood of the successful operation of the Company during the period prior to the closing;

 

•

the Company’s rights to specific performance under the terms of the Merger Agreement; and

 

•

the likelihood that the Merger would be consummated, in light of the experience, reputation, and financial capabilities of Parent and the debt financing source.

 

•

Appraisal Rights. The fact that appraisal rights are available to the Company Stockholders who properly exercise their statutory rights under Section 262.

The Board also considered a number of uncertainties, risks, and other countervailing factors relating to entering into the Merger Agreement, including, but not limited to (not necessarily in order of relative importance):

 

•

Closing Certainty. The fact that completion of the transactions contemplated by the Merger Agreement, including the Merger, depends on certain factors outside of the Company’s control, including regulatory clearances and the risk that the Merger might not be completed in a timely manner or at all.

 

•

Participation in Future Gains. The fact that following the completion of the Merger, the Company will no longer exist as a stand-alone publicly traded company and that the existing Company Stockholders will not be able to participate in any future earnings or growth of the Company, or in any future appreciation in value of the shares of Company Common Stock.

 

•

Impact of Merger Announcement on the Company. The risk that disruptions from the Merger will (i) harm the Company’s business, including current plans and operations and relationships with the Company’s customers, suppliers, business partners, and other third parties, including during the pendency of the Merger; (ii) harm the ability of the Company to retain and hire key personnel; (iii) impact the price or trading volume of the Company Common Stock; (iv) affect the Company’s ability to meet internal or published projections, forecasts, or revenue or earning predictions; and (v) result in the initiation of litigation by certain parties. The Board also considered the potential adverse reactions or changes to business relationships, including those with homebuyers, resulting from the announcement or completion of the Merger and that potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger could affect the Company’s financial performance.

 

•

Risks Associated with a Failure to Consummate the Merger. The fact that, if the Merger is not completed, (i) the Company will have incurred significant risk, transaction expenses, and opportunity

 

43

costs, including the possibility of disruption to its operations, diversion of management and employee attention, employee attrition, and a potentially negative effect on its business and relationships with customers; (ii) depending on the circumstances that caused the Merger not to be completed, it is likely that the trading price of the Company Common Stock will decline, potentially significantly; and (iii) the market’s perception of the Company’s prospects could be adversely affected.

 

•

Restrictions on the Operation of the Company’s Business. The fact that, although the Company will continue to exercise control over its operations prior to the closing, the Merger Agreement prohibits the Company from taking a number of actions relating to the conduct of its business prior to the closing without the prior written consent of Parent, which may delay or prevent the Company from undertaking certain business opportunities that may arise during the pendency of the Merger, regardless of whether the Merger is completed.

 

•

Tax Treatment. The fact that any gains arising from the receipt of the Merger Consideration would generally be taxable to the Company Stockholders for United States federal income tax purposes.

 

•

Stockholder Litigation. The risk of litigation arising from stockholders in respect of the Merger Agreement or the transactions contemplated by the Merger Agreement, including the Merger.

 

•

Stockholder Approval. The risk that the Company Stockholders may not adopt the Merger.

The foregoing discussion of the information and factors considered by the Board is not intended to be exhaustive but, the Company believes, includes all material factors considered by the Board. In view of the wide variety of factors considered and the complexity of these matters, the Board found it impracticable to, and did not, quantify or otherwise attempt to assign relative weight to each of the specific factors considered in reaching its determination. Rather, the Board based its judgment on the total mix of information available to it regarding the overall effect of the Merger on the Company Stockholders compared to the overall effect of any alternative transaction or remaining a stand-alone company. Accordingly, the judgments of individual directors may have been influenced to a greater or lesser degree by their individual views with respect to different factors. The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this Proxy Statement titled “Forward-Looking Statements.”

In reaching the determination described above, the Board adopted unanimous resolutions, among other things:

 

•

determining that the Merger Agreement and transactions contemplated therein, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company Stockholders;

 

•

approving and declaring advisable, the Merger Agreement and the transactions contemplated therein, including the Merger;

 

•

approving the execution and delivery of the Merger Agreement and the performance by the Company of its covenants and obligations contained therein;

 

•

directing that the Merger Agreement be submitted to the Company Stockholders for adoption at a meeting of the Company Stockholders; and

 

•

recommending that the Company Stockholders vote in favor of the adoption of the Merger Agreement.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

Opinion of Moelis & Company LLC

At the meeting of the Board on February 12, 2026 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated February 12, 2026,

 

44

addressed to the Board to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations set forth in the opinion, the Merger Consideration to be received in the Merger by holders of Company Common Stock is fair, from a financial point of view, to such holders.

The summary of the written opinion of Moelis set forth below is qualified in its entirety by the full text of Moelis’ written opinion dated February 12, 2026, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken in connection with the opinion, and which is attached as Annex B to this Proxy Statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Board (solely in its capacity as such) in its evaluation of the Merger. Moelis’ opinion was limited solely to the fairness, from a financial point of view, of the Merger Consideration to the holders of Company Common Stock and does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

 

•

reviewed certain publicly available business and financial information, including publicly available research analysts’ financial forecasts relating to the Company;

 

•

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities, and prospects of the Company furnished to Moelis by the Company, including the Forecasts;

 

•

reviewed information regarding the capitalization of the Company furnished to Moelis by the Company;

 

•

conducted discussions with members of the senior management and representatives of the Company concerning the information described in the foregoing, as well as the business and prospects of the Company generally;

 

•

reviewed the reported prices and trading activity for the Company Common Stock;

 

•

reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

 

•

reviewed the financial terms of certain other transactions that Moelis deemed relevant;

 

•

reviewed a draft, dated February 11, 2026, of the Merger Agreement;

 

•

participated in certain discussions and negotiations among representatives of the Company and Parent and their advisors; and

 

•

conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with, or reviewed by it being complete and accurate in all material respects. Moelis did not independently verify any such information (nor did it assume any responsibility for the independent verification of any such information). With the Company’s consent Moelis also relied on the representation of the Company’s management that the Company’s management was not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis also relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory, and accounting advisors with respect to legal, tax, regulatory, and accounting matters. With respect to the Forecasts and preliminary 2025 financial results, Moelis assumed, at the Company’s direction, that such Forecasts and preliminary 2025 financial results were reasonably prepared on a

 

45

basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Company. Moelis’ opinion expressed no views as to the reasonableness of the Forecasts, preliminary 2025 financial results, or the assumptions on which they are based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal.

Moelis’ opinion does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not address any legal, regulatory, tax, or accounting matters. Moelis was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Merger Consideration from a financial point of view to the holders of Company Common Stock. Moelis did not express any opinion as to fair value, viability, or the solvency of the Company following the closing of the Merger. In addition, Moelis noted that, pursuant to the Merger Agreement, the Owned Company Shares, shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company, and Dissenting Shares will not be converted into the right to receive the Merger Consideration, and Moelis expressed no opinion with respect to the treatment of such shares or as to the fairness of the consideration to the holders thereof. In rendering its opinion, Moelis assumed that the final executed form of the Merger Agreement did not differ in any material respect from the draft that Moelis reviewed, that the Merger will be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Merger Agreement are accurate and correct, and that the parties to the Merger Agreement will comply with all the material terms of the Merger Agreement. Moelis assumed that all governmental, regulatory, or other consents or approvals necessary for the completion of the Merger will be obtained, except to the extent that any failures to obtain such consents or approvals would not be material to Moelis’ analysis. Moelis was not asked to solicit, and did not solicit, indications of interest in a possible transaction with the Company from any party.

Moelis’ opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Moelis as of, the date on which the opinion was delivered, and Moelis assumes no responsibility to update its opinion for developments after the date on which it was delivered.

The opinion was for the use and benefit of the Board (solely in its capacity as such) in its evaluation of the Merger. The opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter. The opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors, or other constituencies of the Company, other than the fairness of the Merger Consideration from a financial point of view to the holders of Company Common Stock. In addition, Moelis did not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors, or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. The opinion was approved by a Moelis fairness opinion committee.

Summary of Financial Analyses

The following is a summary of the material financial analyses presented by Moelis to the Board at its meeting held on February 12, 2026, in connection with the delivery of its opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

 

46

Discounted Cash Flow Analysis

Moelis performed a discounted cash flow analysis of the Company using the Forecasts and other information and data provided by the Company’s management to calculate the present value of the estimated future unlevered after-tax free cash flows projected to be generated by the Company and the present value of the estimated terminal value of the Company. In performing its analysis, Moelis utilized a range of discount rates of 8.50% to 12.00% based on an estimate of the Company’s weighted average cost of capital (“WACC”). The WACC range was derived using the capital asset pricing model and a size premium.

To calculate the present values as of December 31, 2025, Moelis utilized (i) the Company’s estimated unlevered after-tax free cash flows projected to be generated by the Company for the fiscal years ending December 31, 2026 through December 31, 2030 (in each case, discounted using the mid-period convention), and (ii) the Company’s estimated terminal values derived by applying a range of inventory multiples of 1.00x to 1.25x, based on Moelis’ professional judgment and experience, to the Company’s estimated terminal year ending inventory balance (which excludes interest capitalized to inventory). Moelis noted that the selected terminal inventory multiple range was informed by historical inventory trading multiples for the Company over the last five, three and one-year periods as well as the Selected Publicly Traded Companies’ historical inventory trading multiples over the same periods and an observed discount of the Company’s inventory trading multiples relative to the medians of the Selected Publicly Traded Companies.

In performing this discounted cash flow analysis, Moelis noted the following material limitations of the analysis that should be considered in evaluating the results: (i) the Forecasts in the outer years assumed additional communities that were not currently owned or specifically identified by the Company, and (ii) the Forecasts could be adversely and materially impacted by macroeconomic or market specific events that cannot be foreseen.

Moelis then derived an implied share price reference range from the resulting implied total enterprise value reference range by (i) subtracting the Company’s net debt (including the impact of debt attributable to financial services) and non-controlling interests at December 31, 2025 and (ii) dividing the resulting number by the Company’s fully diluted shares outstanding as of February 10, 2026 and as provided by Company management. This analysis indicated the following implied per share reference range for the Company, as compared to the $47.00 per share consideration:

 

Implied Per Share Reference Range		Merger Consideration
$29.70-$45.69		$	47.00

Selected Publicly Traded Companies Analysis

Moelis reviewed financial and stock market information of selected U.S. publicly traded homebuilding companies that, among other things, had total enterprise values between approximately $2.0 billion and $10.0 billion and that Moelis deemed generally relevant to the Company. The referenced total enterprise values were calculated as market value of fully diluted common equity based on closing stock prices on February 10, 2026, plus preferred stock, plus homebuilding debt (which excludes debt attributable to a selected company’s financial services business, if applicable), plus book value of non-controlling interests, less cash and cash equivalents as of each respective selected company’s most recently reported period. Moelis reviewed the closing fully diluted equity value of each of the selected companies as of February 10, 2026 as a multiple of tangible book value (defined as book value of common equity less goodwill, all as of each selected company’s most recently reported period prior to February 10, 2026) (the “Price to Tangible Book Value” multiple).

 

47

The selected publicly traded companies (“Selected Publicly Traded Companies”) deemed relevant by Moelis in its professional judgment and their corresponding Price to Tangible Book Value multiples were:

 

		Price / Tangible Book Value
Taylor Morrison Home Corporation			1.20x
Meritage Homes Corporation			1.05x
KB Home			1.05x
M/I Homes, Inc.			1.26x
Green Brick Partners, Inc.			1.94x
Century Communities, Inc.			0.85x
Dream Finders Homes, Inc.			2.00x
LGI Homes, Inc.			0.70x
High			2.00x
Average			1.26x
Median			1.13x
Low			0.70x
Company			1.03x

Financial data for the Selected Publicly Traded Companies was based on public filings and other publicly available information.

Based on the foregoing and using its professional judgment and experience, Moelis selected a reference range of 0.85x to 1.25x Price to Tangible Book Value multiples. Moelis then applied the multiple range to corresponding financial data for the Company, that was based on the Forecasts and preliminary 2025 financial results, to derive an implied fully diluted equity value range for the Company. Moelis then derived the implied per share reference range from the resulting implied fully diluted equity value reference range by dividing by the Company’s fully diluted shares outstanding, as of February 10, 2026, and as provided by Company management.

This analysis indicated the following implied per share reference range for the Company, as compared to the $47.00 per share consideration:

 

Implied Per Share Reference Range		Merger Consideration
$30.85-$45.37		$	47.00

Selected Precedent Transactions Analysis

Moelis reviewed financial information for public transactions announced since 2016 involving target businesses engaged in the U.S. homebuilding industry (the “Selected Precedent Transactions”) whose operations Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to the Company for purposes of Moelis’ analysis.

 

48

Moelis reviewed the equity purchase price in each of the Selected Precedent Transactions as a multiple of tangible book value (defined as book value of common equity less goodwill, all as of each selected target’s most recently reported quarter period prior to the announcement of the Selected Precedent Transaction) (the “Purchase Price to Tangible Book Value” multiple). This data is summarized in the following table:

 

Announcement Date		Target		Acquiror		Purchase Price / Tangible Book Value
5/12/2025		Landsea Homes Corporation		The New Home Company Inc.			0.85x
1/18/2024		M.D.C. Holdings, Inc.		Sekisui House, Ltd.			1.51x
7/23/2021		The New Home Company Inc.		Apollo Global Management, Inc.			0.87x
11/6/2019		William Lyon Homes		Taylor Morrison Home Corporation			1.11x
6/7/2018		AV Homes, Inc.		Taylor Morrison Home Corporation			1.25x
10/30/2017		CalAtlantic Group, Inc.		Lennar Corporation			1.76x
4/11/2017		UCP, Inc.		Century Communities, Inc.			0.95x
9/22/2016		WCI Communities, Inc.		Lennar Corporation			1.29x
Average							1.20x
Median							1.18x

Financial data for the Selected Precedent Transactions was based on public filings and other publicly available information.

Based on the foregoing and using its professional judgment and experience, Moelis selected a reference range of 1.10x to 1.40x Purchase Price to Tangible Book Value multiples. Moelis then applied the multiple range to corresponding financial data for the Company that was based on the Forecasts and preliminary 2025 financial results, to derive an implied fully diluted equity value range for the Company. Moelis then derived the implied per share reference range from the resulting implied fully diluted equity value reference range by dividing by the Company’s fully diluted shares outstanding, as of February 10, 2026 and as provided by Company management.

This analysis indicated the following implied per share reference range for the Company, as compared to the $47.00 per share consideration:

 

Implied Per Share Reference Range		Merger Consideration
$39.92-$50.81		$	47.00

Other Information

Moelis also noted for the Board certain additional factors that were not relied upon by Moelis or considered part of Moelis’ financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

Analyst Share Price Targets

Moelis reviewed forward stock price targets for the Company Common Stock in eight published, publicly available Wall Street research analysts’ reports, which indicated low and high stock price targets ranging from $31.50 to $46.00 per share.

52-Week Trading Performance

Moelis reviewed the historical closing trading prices for the Company Common Stock over a 52-week period ended February 10, 2026, which reflected low and high stock prices during such period ranging from $28.96 to $37.14 per share.

 

49

Three-Year Trading Range

Moelis reviewed the historical closing trading prices for the Company Common Stock during the three-year period ended February 10, 2026, which reflected low and high stock prices during such period ranging from $22.29 to $46.69 per share.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company or transaction used in the analyses described above is identical to the Company, Parent, or the Merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company, nor Moelis, nor any other person assumes responsibility if future results are materially different from those forecasted.

The Merger Consideration was determined through arms’ length negotiations between the Company and Parent and was unanimously approved by the Board. Moelis did not recommend any specific consideration to the Company or the Board, or that any specific amount or type of consideration constituted the only appropriate consideration to be paid in the Merger.

Moelis acted as financial advisor to the Company in connection with the Merger. The Company agreed to pay Moelis certain fees for its services in connection with the Merger, including (i) an opinion fee of $5 million that became payable to Moelis upon the substantial completion by Moelis of the work in connection with rendering its opinion (regardless of the conclusion reached in the opinion) and which shall be offset against the transaction fee referred to in clause (ii) and (ii) an estimated transaction fee based on the transaction value to be determined at the closing of the Merger, which shall become payable to Moelis upon consummation of the Merger. The transaction fee is currently estimated to be approximately $56 million. In addition, the Company has agreed to reimburse Moelis for certain of its expenses, including reasonable attorney’s fees and disbursements, and to indemnify Moelis and related persons for various liabilities, including certain liabilities under the federal securities laws.

Moelis’ affiliates, employees, officers, and partners may at any time own securities (long or short) of the Company and Parent and its related entities.

In the past two years prior to the date of the opinion, except for providing investment banking services to the Company in connection with the Merger, Moelis did not provide investment banking or other services to (and did not receive any fees from) the Company. In the past two years prior to the date of the opinion, Moelis did not provide investment banking or other services to (and did not receive any fees from) Parent and/or its related entities.

In the future, Moelis may provide investment banking or other services to the Company and/or Parent and/or its related entities, for which Moelis would expect to receive compensation for such services.

 

50

The Board selected Moelis as its financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes. In addition, the Board selected Moelis to act as its financial advisor in connection with the Merger on the basis of its reputation in the investment community, its knowledge of the homebuilding industry, and its familiarity with the Company and its business.

Certain Company Financial Forecasts

The Company does not generally as a matter of course publish or make public its business plans and strategies or make external disclosures about its anticipated financial position or results of operations, other than providing, from time to time, limited short-term guidance of certain expected financial results and operational metrics in its regular annual and quarterly earnings press releases and other investor materials.

Forecasts as to future performance, revenues, earnings, or other results, particularly for extended time periods in the future, are inherently uncertain and unpredictable, including due to the subjectivity of the underlying assumptions and estimates and the likelihood that such underlying assumptions and estimates will not be realized.

In connection with the Board’s evaluation of a potential transaction, Company management, at the request of the Board, provided Moelis with the Forecasts. The Forecasts were prepared by Company management and made available to the Board in connection with its consideration and evaluation of the Merger, approved by the Board, and provided to Moelis by Company management, and the Board directed Moelis to rely upon and use the Forecasts in connection with its financial analyses and opinion. The Forecasts do not reflect any effects or expenses attributable solely with respect to the Merger, future mergers and acquisitions, or failure to consummate the Merger. The Company also, following authorization of the Board, provided the Forecasts to Parent in connection with its due diligence.

The Company is including a summary of the Forecasts in this Proxy Statement in order to provide the Company Stockholders with access to the latest projections that were made available to the Board in connection with its evaluation of the Merger and its financial advisor, Moelis, and which were approved by the Board for Moelis to use and rely upon, in connection with its financial analyses and opinion.

The following table presents a summary of the Forecasts:

 

		FY Ending December 31
($ in millions)		2026E		2027E		2028E		2029E		2030E
Total Revenue		$3,189		$4,287		$5,322		$6,137		$6,513
Adjusted EBITDA(1)		$319		$496		$703		$873		$946
Adjusted EBIT(2)		$283		$460		$664		$834		$905
Net Operating Profit After Tax (“NOPAT”)(3)		$205		$335		$483		$606		$658
Unlevered Free Cash Flow(4)		($374)		($193)		$144		$233		$215
Ending Inventory Balance (Excl. Capitalized Interest)		$3,526		$4,049		$4,380		$4,741		$5,181

(1)

EBITDA, a non-GAAP financial measure, is calculated as net income available to common stockholders before (a) interest income and expense, (b) expensing of previously capitalized interest included in costs of home sales, (c) equity in income from joint ventures, (d) income taxes, and (e) depreciation and amortization. Adjusted EBITDA means EBITDA before restructuring expenses. The foregoing definition of Adjusted EBITDA is subject to adjustments that are not reflected in, or are distinct from, those applied to the Company’s calculation of “Adjusted EBITDA” presented in the Company’s annual and quarterly earnings press releases and other investor materials. Other companies may calculate EBITDA and Adjusted EBITDA (or similarly titled measures) differently.

 

51

(2)	Adjusted EBIT, a non-GAAP financial measure, is calculated as Adjusted EBITDA minus depreciation and amortization.

(3)	Calculated as Adjusted EBIT, less cash taxes.

(4)	Calculated as NOPAT, plus depreciation and amortization, and less (a) capital expenditures, (b) changes in net working capital, (c) investments in unconsolidated entities, and (d) change in inventory, in each case, as provided by Company management.

Additional Information About the Forecasts

The inclusion of the Forecasts in this Proxy Statement should not be regarded as an indication that the Company, or any of its affiliates, advisors, or representatives (including Moelis), have considered the Forecasts to be predictive of actual future events, and the Forecasts should not be relied upon as such. The Company’s internal financial forecasts upon which the Forecasts were based are subjective in many respects. The Forecasts did not take into account any changes or expenses attributable solely to the transactions contemplated by the Merger Agreement nor do they reflect any effects of the Merger or effect of the failure of the Merger to be consummated.

Although presented with numerical specificity, the Forecasts were based on numerous variables, assumptions and estimates as to future events made by Company management that Company management believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at the time. These variables, assumptions, and estimates are inherently uncertain and many are beyond the control of the Company and Company management. Important factors that may affect actual results and cause these internal financial Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the business of the Company (including, without limitation, that the effect of the announcement or pendency of the transactions contemplated by the Merger Agreement, the Company’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, suppliers, and others with whom it does business, or its operating results and business generally, risks related to diverting management’s attention from the Company’s ongoing business operations, and the risk that stockholder litigation in connection with the transactions contemplated by the Merger Agreement may result in significant costs of defense, indemnification, and liability) and other risks identified in the section titled “Forward-Looking Statements” beginning on page [●] of this Proxy Statement, as well as additional factors discussed in the Company’s periodic filings with the SEC, including in its most recent Annual Report on Form 10-K (which is incorporated by reference herein). Various assumptions underlying the Forecasts may not prove to have been, or may no longer be, accurate. The Forecasts may not be realized, and actual results may be significantly higher or lower than projected in the Forecasts.

The Forecasts reflect assumptions as to certain business strategies or plans that are subject to change and are susceptible to multiple interpretations. The Forecasts do not take into account any circumstances or events occurring after the date they were prepared.

The Forecasts cover multiple years, and such information by its nature becomes less predictive with each successive year. As a result, the inclusion of the Forecasts in this Proxy Statement should not be relied on as necessarily predictive of actual future events and actual results may differ materially (and are likely to differ materially if the Merger is completed) from the Forecasts. For all of these reasons, the Forecasts, and the assumptions upon which they are based, (1) are not guarantees of future results; (2) are inherently speculative; and (3) are subject to a number of risks and uncertainties. Accordingly, there can be no assurance that the Forecasts will be realized and actual results will differ, and may differ materially, from those contained in the Forecasts.

The Forecasts are included in this Proxy Statement solely because they were used to assist the Board with its consideration and evaluation of the Merger and approved by the Board for Moelis to use and rely upon in connection with its financial analyses and opinion. Although they were prepared on an accounting basis

 

52

consistent with the Company’s financial statements, they were not prepared with a view toward public disclosure or toward compliance with published guidelines of the SEC, U.S. generally accepted accounting practices (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasts included in this Proxy Statement have been prepared by, and are the responsibility of, Company management. Neither the Company’s independent auditor nor any other independent accountant has audited, reviewed, compiled, examined, or applied agreed-upon procedures with respect to the Forecasts, and accordingly, does not express an opinion or any other form of assurance with respect thereto. The report of Ernst & Young LLP included in the Company’s most recent Annual Report on Form 10-K (which is incorporated by reference herein) relates to the Company’s previously issued financial statements. It does not extend to the Forecasts and should not be read to do so.

Adjusted EBITDA, Adjusted EBIT, NOPAT, and Unlevered Free Cash Flow contained in the Forecasts are each a “non-GAAP financial measure,” which is a performance measure that is not calculated in accordance with GAAP. The non-GAAP financial measures used in the Forecasts were relied upon by Moelis for purposes of its opinion, at the direction of Company management, with the approval of the Board. The non-GAAP financial measures used in the Forecasts were also relied upon by the Board in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this Proxy Statement. In addition, reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures were not relied upon by Moelis for purposes of its opinion nor were they relied upon by the Board in connection with its evaluation of the Merger. Accordingly, the Company has not provided a reconciliation of the financial measures included in the Forecasts to the relevant GAAP financial measures. Non-GAAP measures have limitations as analytical tools, and you should not consider these measures in isolation or as substitutes for analysis of our financial results as reported under GAAP. For example, in evaluating Adjusted EBITDA and other metrics derived from it, you should be aware that in the future the Company will incur expenses such as those that are the subject of adjustments in deriving Adjusted EBITDA and you should not infer from our presentation of Adjusted EBITDA that our future results will not be affected by these expenses or any unusual or non-recurring items.

For these reasons, as well as the basis and assumptions on which the Forecasts were compiled, the inclusion of specific portions of the Forecasts in this Proxy Statement should not be regarded as an indication that such Forecasts will be an accurate prediction of future events, and they should not be relied on as such. None of the Company nor any of its affiliates, advisors, officers, directors, partners, or representatives (including Moelis) can give you any assurance that actual results will not differ from these Forecasts.

Except to the extent required by applicable federal securities laws, none of the Company nor any of its affiliates, advisors, officers, directors, partners, or representatives (including Moelis) undertake any obligation to update or otherwise revise or reconcile the Forecasts or the specific portions presented to reflect circumstances existing after the date the Forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error. Therefore, readers of this Proxy Statement are cautioned not to place undue reliance on the specific portions of the Forecasts set forth above. None of the Company nor any of its affiliates, advisors, officers, directors, partners, or representatives (including Moelis) intend to make publicly available any update or other revision to these Forecasts. In addition, none of the Company nor any of its affiliates, advisors, officers, directors, partners, or representatives (including Moelis) have made, make or are authorized in the future to make, any representation to any stockholder or other person regarding the Company’s ultimate performance compared to the information contained in the Forecasts or that projected results will be achieved, and any statements to the contrary should be disregarded. The Forecasts should be evaluated in conjunction with the historical financial statements and other financial information contained in the Company’s public filings with the SEC. The Company has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Forecasts.

 

53

Interests of the Company’s Directors and Executive Officers in the Merger

You should be aware that the Company’s directors and executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of the Company Stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement. These interests are described below.

For purposes of this disclosure, the Company’s executive officers, who are the Company’s “named executive officers,” are Douglas Bauer (Chief Executive Officer), Thomas Mitchell (President and Chief Operating Officer), Glenn Keeler (Chief Financial Officer), and David Lee (General Counsel and Secretary). The Company’s non-employee directors are Steven J. Gilbert, Lawrence B. Burrows, Constance B. Moore, Vicki D. McWilliams, and R. Kent Grahl. Since the beginning of the Company’s last fiscal year, there are no other individuals who would be considered named executive officers, executive officers, or non-employee directors for purposes of this disclosure.

Treatment of Shares of Company Common Stock

For information regarding beneficial ownership of the shares of Company Common Stock held by each of the Company’s directors and executive officers and all directors and executive officers as a group, see the section titled, “Security Ownership of Certain Beneficial Owners and Management.” Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company Common Stock held by such individual, the Merger Consideration in the same manner as other Company Stockholders.

Treatment of Company Equity Awards

At the Effective Time, each Company RSU granted prior to 2026, Company RSU held by a non-employee director, and Company PSU, in each case, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be canceled in exchange for the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (x) the Merger Consideration and (y) the aggregate number of shares of Company Common Stock subject to such Company RSU or Company PSU (with performance deemed earned at 200% of target), as applicable.

Each Company RSU that is not described above that is outstanding as of immediately prior to the Effective Time will be canceled and automatically converted into and substituted with a cash award representing the right to receive, upon the applicable vesting dates for such Company RSU (or if earlier, upon a grantee’s termination of employment due to death, disability, retirement, or without cause, or, for certain of the Company’s senior employees, including our named executive officers, a resignation for good reason (collectively, a “Qualifying Termination”)), and subject to the same time-vesting terms and conditions that applied to such Company RSU (other than the vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company RSU that would have vested on such vesting date had such Company RSU remained outstanding through the vesting date and (y) the Merger Consideration.

 

54

The following table sets forth, for each executive officer and director, the number of Company RSUs and Company PSUs (with performance deemed earned at 200% of target) held as of February 24, 2026, together with the estimated value of such Company RSUs and Company PSUs in connection with the Merger. The values in the table below have been determined based on the Merger Consideration of $47.00 per share of Company Common Stock and assume Company PSU performance at maximum (i.e., 200% of target). Actual amounts may differ from the amounts set forth below.

 

Company Equity Awards(1)
		Company RSUs (#)				Estimated Value of Company RSUs(2) ($)				Company PSUs (#)				Estimated Value of Company PSUs(3) ($)				Total Estimated Cash Consideration for Unvested Company PSUs and Company RSUs in the Merger ($)
Non-Employee Directors:
Steven J. Gilbert			5,564				261,508				—				—				—
Lawrence B. Burrows			5,564				261,508				—				—				—
Constance B. Moore			5,564				261,508				—				—				—
Vicki D. McWilliams			5,564				261,508				—				—				—
R. Kent Grahl			5,564				261,508				—				—				—
Executive Officers:
Douglas F. Bauer			256,015				12,032,705				435,843				20,484,621				32,517,326
Thomas J. Mitchell			256,015				12,032,705				435,843				20,484,621				32,517,326
Glenn J. Keeler			76,524				3,596,628				105,932				4,978,804				8,575,432
David C. Lee			33,381				1,568,907				51,452				2,418,244				3,987,151

(1)

The amounts in this table reflect the shares of Company Common Stock underlying all Company RSUs and Company PSUs held by such individuals as of February 24, 2026. The amounts in this table do not reflect any Company RSUs that may be granted following such date and prior to the closing, nor do they represent any forfeitures, vesting events, or sales that may occur prior to the closing.

(2)

The following values in respect of Company RSUs granted to the executive officers in 2026 will not accelerate in connection with the Merger and are considered “double-trigger” (i.e., such amounts will accelerate only upon a Qualifying Termination prior to the regularly scheduled vesting dates for such awards): Mr. Bauer – $6,090,683 (129,589 Company RSUs); Mr. Mitchell – $6,090,683 (129,589 Company RSUs); Mr. Keeler – $1,776,412 (37,796 Company RSUs); and Mr. Lee – $862,826 (18,358 Company RSUs).

(3)	The Company PSU values in the table above assume maximum performance levels for Company PSUs (i.e., 200% of target) that vest on the achievement of certain adjusted cumulative pre-tax earnings and adjusted cumulative revenue thresholds.

Executive Employment and Change in Control Severance Agreements

The Company is party to certain Executive Employment Agreements with Messrs. Bauer and Mitchell and Severance and Change in Control Agreements with Messrs. Keeler and Lee (collectively, the “CIC Agreements”), which provide severance benefits (the “Severance Benefits”) for our named executive officers upon a termination of employment by the Company without “cause” or a voluntary resignation for “good reason,” as such terms are defined in the CIC Agreements, in either case occurring within two years following, or three months prior to, if in anticipation of, a change in control, such as the Merger. The Severance Benefits would have consisted of (1) a cash severance benefit, paid within 60 days following the termination, equal to 2.0 times (or for Messrs. Bauer and Mitchell, 3.0 times) the sum of (x) the executive officer’s rate of annual base salary in effect at the time of termination of employment and (y) the greater of (i) the average of the annual cash

 

55

bonuses received for the two fiscal years ending before the date of termination of employment and (ii) the target bonus for the year in which termination of employment occurs, (2) a prorated annual bonus for the year of termination based on actual achievement of the applicable bonus objectives, and (3) payment or reimbursement of the premium for the executive officer and the executive officer’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA for a specified period of time.

However, as described in more detail below, each of Messrs. Bauer, Mitchell, Keeler, and Lee has entered into a retention bonus agreement, effective as of February 13, 2026 (each, a “Retention Bonus Agreement”), with the Company pursuant to which each has agreed to waive any right or entitlement to Severance Benefits under the CIC Agreements, with such waiver to be effective at, and subject to the occurrence of, the closing in partial consideration for the right to receive a retention bonus at the closing (subject to the executive officer’s continued service through the closing). The transaction bonus amounts are $11,500,000 for Mr. Bauer, $11,025,000 for Mr. Mitchell, $5,065,982 for Mr. Keeler, and $3,143,010 for Mr. Lee.

280G Mitigation Measures

Pursuant to the Retention Bonus Agreements, the Company has agreed to reimburse each executive officer, on a fully grossed-up basis, for any excise taxes that may be imposed on any payments and benefits received by him in connection with, or as a result of, the consummation of the Merger pursuant to the application (if any) of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Although the Company does not expect any executive officer to be subject to any such excise taxes, the application of Section 280G of the Code is subject to a number of variables, some of which will not be known until after the Effective Time. Accordingly, the amount, if any, of such reimbursement is unknown at this time.

The payments and benefits in this section are considered to be “single-trigger” (i.e., amounts triggered by a change in control).

Other Arrangements

Prior to the Effective Time, the Company, Parent, or their respective affiliates may, in their discretion, initiate negotiations of agreements, arrangements, and understandings with one or more of the Company’s directors and executive officers regarding their employment or other future services or compensation or benefits and may enter into definitive agreements with such individuals regarding the foregoing. As of the date of this Proxy Statement, Messrs. Bauer and Mitchell have engaged in preliminary discussions with Parent regarding the potential terms of their post-closing employment, including potential integration bonuses, but the definitive terms, timing and conditions of such payment and employment arrangements have not yet been finalized. For a description of certain covenants relating to continuing employee matters set forth in the Merger Agreement, please see the section of this Proxy Statement titled, “Proposal 1: The Merger Agreement Proposal—Continuing Employee Matters.”

Indemnification Insurance

Pursuant to the terms of the Merger Agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of not less than six years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Corporation. Additionally, prior to the Effective Time, the Company may (and currently intends to) amend its existing indemnification agreements with its non-employee directors to provide for per diem payments of $10,000 for each day that such director, following the end of their term, is required or requested by the Company to spend more than four hours on such day addressing any proceedings related to their prior service as a director of the Company, in addition to the reimbursement of expenses, which will, following the end of their term, include business class travel. This indemnification and insurance coverage is further described in the section titled, “Proposal 1: The Merger Agreement Proposal—Indemnification and Insurance.”

 

56

Quantification of Payments and Benefits

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger. Applicable SEC disclosure rules refer to this compensation as “golden parachute” compensation, and in this section we use such term to describe the Merger-related compensation payable to the Company’s named executive officers.

The amounts shown in the table below are estimates based on various assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before the completion of the Merger. For purposes of calculating such amounts, the following assumptions were used: (1) the relevant price of a share of Company Common Stock is $47.00, which is the Merger Consideration, (2) the Effective Time as referenced in this section occurs on February 24, 2026, which is the assumed date of the Effective Time solely for purposes of the disclosure in this section, (3) a Qualifying Termination of employment occurs upon completion of the Merger entitling the named executive officers to the vesting acceleration and settlement of Company RSUs granted in 2026, and (4) each named executive officer remains employed by the Company through the Effective Time.

 

Name		Cash ($)(1)				Equity ($)(2)				Tax Reimbursement ($)(3)				Total ($)
Douglas F. Bauer			11,500,000				32,517,326				14,321,835				58,339,161
Thomas J. Mitchell			11,025,000				32,517,326				16,700,743				60,243,069
Glenn J. Keeler			5,065,982				8,575,432				5,189,112				18,830,526
David C. Lee			3,143,010				3,987,151				—				7,130,161

(1)

The amounts in this column reflect cash retention bonuses that are payable at the Effective Time pursuant to the Retention Bonus Agreements in consideration for the named executive officer’s continued service through the successful completion of the Merger and waiver of any right to severance entitlements under the CIC Agreements. The retention bonuses are considered to be “single-trigger” (i.e., amounts triggered solely by a change in control). For further details regarding the Retention Bonus Agreements, see the section above titled, “Executive Employment and Change in Control Severance Agreements.”

(2)

The amounts shown reflect the potential value that each named executive officer will receive in connection with accelerated vesting and settlement of outstanding Company RSUs and Company PSUs, in each case as described in more detail above. The treatment of the outstanding Company RSUs (other than Company RSUs granted in 2026) and Company PSUs is considered to be “single-trigger” (i.e., amounts triggered solely by a change in control), and the treatment of the outstanding Company RSUs granted in 2026 is considered to be “double-trigger” (i.e., amounts triggered by a Qualifying Termination prior to the regularly scheduled vesting dates for such awards). The estimated amount of each such payment included in the “equity” column above is set forth in the table below (in the case of each Company PSU, the estimated values assume maximum vesting at 200%):

 

Name		Estimated Value of Company RSUs ($)(a)				Estimated Value of Company PSUs ($)
Douglas F. Bauer			12,032,705				20,484,621
Thomas J. Mitchell			12,032,705				20,484,621
Glenn J. Keeler			3,596,628				4,978,804
David C. Lee			1,568,907				2,418,244

(a)

The following values in respect of Company RSUs granted to the named executive officers in 2026 will not accelerate in connection with the Merger and are considered “double-trigger” (i.e., such amounts will accelerate only upon Qualifying Termination prior to the regularly scheduled vesting

 

57

dates for such awards): Mr. Bauer – $6,090,683 (129,589 Company RSUs); Mr. Mitchell – $6,090,683 (129,589 Company RSUs); Mr. Keeler – $1,776,412 (37,796 Company RSUs); and Mr. Lee – $862,826 (18,358 Company RSUs).

 

(3)

Pursuant to the Retention Bonus Agreements, the Company has agreed to reimburse each named executive officer, on a fully grossed-up basis, for any excise taxes that may be imposed on any payments and benefits received by him in connection with, or as a result of, the consummation of the Merger. Though the Company does not expect that the amounts payable to the named executive officers will be subject to any such excise taxes because it is not expected that any named executive officer will suffer a Qualifying Termination in connection with the Merger, the amounts shown reflect an estimate of the potential gross-up payments assuming the named executive officer incurs a Qualifying Termination immediately following the closing of the Merger. Such gross-up payments constitute “single trigger” arrangements. See the section above titled, “280G Mitigation Measures,” for a description of the gross-up obligations.

Continuing Employee Matters

See also the information under the section titled “Proposal 1: The Merger Agreement Proposal—Continuing Employee Matters.”

Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to pay the aggregate Merger Consideration payable to the Company Stockholders in the Merger is approximately $4.5 billion in cash.

On February 13, 2026, Parent obtained a debt financing commitment of the Japanese yen equivalent of $5.4 billion from a certain financial institution, which will be used to finance a portion of the consideration due under the Merger Agreement and fees and expenses related to the transactions contemplated therein, subject to the terms and conditions set forth in the related debt commitment letter.

Appraisal Rights

If the Merger is consummated, holders of record and beneficial owners of shares of Company Common Stock who (1) do not vote in favor of the adoption of the Merger Agreement (whether by voting against the adoption of the Merger Agreement, abstaining, or otherwise not voting with respect to the adoption of the Merger Agreement), (2) properly and validly demand an appraisal of their shares of Company Common Stock in writing before the vote is taken on the Merger Agreement Proposal, (3) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their shares of Company Common Stock through the Effective Time, (4) strictly comply with the statutory requirements of Section 262, and (5) do not withdraw their demands for, or otherwise lose their rights to, appraisal, subject to certain ownership threshold conditions, will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger under Section 262. Unless the context requires otherwise, all references in Section 262 and in this summary to a “stockholder” or to a “holder of shares” are to a record holder of Company Common Stock. Unless the context requires otherwise, all references in Section 262 and in this summary to a “beneficial owner” are to a person who is the beneficial owner of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person. Unless the context requires otherwise, all references in Section 262 and in this summary to a “person” are to any individual, corporation, partnership, unincorporated association, or other entity.

 

58

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their shares of Company Common Stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Company Common Stock determined under Section 262 could be more than, the same as, or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 will result in the withdrawal, loss, or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated into this Proxy Statement by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that the Company Stockholders or beneficial owners exercise their appraisal rights under Section 262. Holders of record and beneficial owners of shares of Company Common Stock should carefully review the full text of Section 262 as well as the information discussed below. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights will result in the loss of such rights.

Under Section 262, if the Merger is completed, holders of record or beneficial owners of shares of Company Common Stock who (1) properly and validly demand appraisal of such holder’s or owner’s shares of Company Common Stock before the vote is taken on the Merger Agreement Proposal, (2) do not vote in favor of the adoption of the Merger Agreement (whether by voting against the Merger Agreement Proposal, abstaining, or otherwise not voting with respect to the adoption of the Merger Agreement), (3) continuously hold (in the case of a holder of record) or own (in the case of a beneficial owner) such shares of Company Common Stock through the effective date of the Merger, (4) do not withdraw their demands for or otherwise lose their rights to, appraisal, and (5) strictly comply with the statutory requirements and satisfy certain ownership thresholds set forth in Section 262, may be entitled to have their shares of Company Common Stock appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with (unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown) interest on the amount determined by the Delaware Court of Chancery to be fair value from the Effective Time through the date of payment of the judgment. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest on the amount determined to be fair value will accrue and compound quarterly from the effective date of the Merger through the date of payment of the judgment at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period (except that, if at any time before the entry of judgment in the proceeding, the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262 to each person seeking appraisal, interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares of Company Common Stock as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time). The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

However, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless (1) the total number of shares of Company Common Stock entitled to appraisal exceeds one percent (1%) of the outstanding shares of the class of Company Common Stock eligible for appraisal (as measured in accordance with subsection (g) of Section 262), or (2) the aggregate Merger

 

59

Consideration in respect of the shares of Company Common Stock for which appraisal rights have been pursued and perfected exceeds $1,000,000. The Company refers to these conditions as the “ownership thresholds.”

Under Section 262, where the proposed merger for which appraisal rights are provided is to be submitted for approval at a meeting of the Company Stockholders, the corporation, not less than twenty (20) days prior to the meeting, must notify each of its stockholders of record as of the Record Date for notice of such meeting that appraisal rights are available and include in the notice a copy of Section 262 or information directing the Company Stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This Proxy Statement constitutes the Company’s notice to its Company Stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. In connection with the Merger, any holder of record or beneficial owner of Company Common Stock who wishes to exercise appraisal rights, or who wishes to preserve such holder’s or owner’s right to do so, should review Section 262 carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner will result in the loss of appraisal rights under the DGCL. A Company Stockholder or beneficial owner who loses such holder’s or owner’s appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement, without interest and less any applicable withholding taxes. Because of the complexity of the procedures for exercising the right to seek appraisal of shares of Company Common Stock, the Company believes that if a Company Stockholder or a beneficial owner is considering exercising such rights, that Company Stockholder or beneficial owner should seek the advice of legal counsel.

Company Stockholders and beneficial owners wishing to exercise appraisal rights with respect to their shares of Company Common Stock must do ALL of the following:

 

•

the Company Stockholder or beneficial owner must deliver to the Company a written demand for appraisal of such holder’s or beneficial owner’s shares of Company Common Stock before the vote on the adoption of the Merger Agreement at the Special Meeting;

 

•

the Company Stockholder or beneficial owner must not vote in favor of the adoption of the Merger Agreement;

 

•

the Company Stockholder must continuously hold or the beneficial owner must continuously own the shares of Company Common Stock from the date of making the demand through the Effective Time (a Company Stockholder or beneficial owner will lose appraisal rights if the Company Stockholder or beneficial owner transfers the shares before the Effective Time); and

 

•

strictly comply with the procedures of Section 262 for perfecting appraisal rights thereafter.

Any holder of record or beneficial owner of shares of the Company Common Stock who has complied with the applicable requirements of Section 262 and is otherwise entitled to appraisal rights or the Surviving Corporation may file a petition in the Delaware Court of Chancery demanding a determination of the value of the stock of all such persons within one hundred and twenty (120) days after the date of the Merger. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

In addition, after an appraisal petition has been filed, the Delaware Court of Chancery, at a hearing to determine persons entitled to appraisal rights, will dismiss appraisal proceedings as to all persons who asserted appraisal rights unless one of the ownership thresholds is met.

For Company Stockholders, because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, each Company Stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote his, her, or its shares of Company Common Stock.

 

60

Written Demand

A Company Stockholder or beneficial owner wishing to exercise appraisal rights must deliver to the Company, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such holder’s or beneficial owner’s shares of Company Common Stock. In addition, such Company Stockholder or beneficial owner must not vote or submit a proxy in favor of the adoption of the Merger Agreement. A vote in favor of the adoption of the Merger Agreement, at the Special Meeting, or by proxy (whether by mail or via the Internet or telephone), will result in loss of appraisal rights in respect of the shares of Company Common Stock so voted and will nullify any previous written demands for appraisal with respect to such Company Stockholder’s or beneficial owner’s shares of Company Common Stock. A Company Stockholder exercising appraisal rights must hold of record the shares of Company Common Stock on the date the written demand for appraisal is made and must continue to hold the shares of Company Common Stock of record through the effective date of the Merger. A beneficial owner exercising appraisal rights must own the shares of Company Common Stock on the date the written demand for appraisal is made and must continue to own such shares of Company Common Stock through the effective date of the Merger. For a Company Stockholder, a proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the Company Stockholder’s right of appraisal and will nullify any previously delivered written demand for appraisal. A Company Stockholder or beneficial owner who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the adoption of the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A Company Stockholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting will constitute a waiver of appraisal rights.

A holder of record of shares of Company Common Stock is entitled to demand appraisal for the shares of Company Common Stock registered in that holder’s name. A demand for appraisal in respect of shares of Company Common Stock by a holder of record must reasonably inform the Company of the identity of the Company Stockholder and that the Company Stockholder intends thereby to demand an appraisal of such holder’s shares of Company Common Stock.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of Company Common Stock. A demand for appraisal in respect of shares of Company Common Stock should be executed by or on behalf of the beneficial owner and must reasonably inform the Company of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares of Company Common Stock. The demand made by such beneficial owner must also (1) reasonably identify the holder of record of the shares of Company Common Stock for which the demand is made; (2) be accompanied by documentary evidence of such beneficial owner’s continuous ownership of the Company Common Stock and a statement that such documentary evidence is a true and correct copy of what it purports to be; and (3) provide an address at which such beneficial owner consents to receive notices given by the Surviving Corporation and to be set forth on the verified list required by subsection (f) of Section 262. If the shares of Company Common Stock are owned of record or beneficially owned in a fiduciary or representative capacity, such as by a trustee, guardian, or custodian, such demand must be executed by or on behalf of the record owner or beneficial owner, and if the shares of Company Common Stock are owned of record or beneficially owned by more than one (1) person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint record holders or beneficial owners. An authorized agent, including an authorized agent for two (2) or more joint record holders or beneficial owners, may execute a demand for appraisal on behalf of a holder of record or beneficial owner; however, the agent must identify the record owner or owners or beneficial owner or owners, respectively, and expressly disclose that, in executing the demand, the

 

61

agent is acting as agent for the record owner or owners or beneficial owner or owners, as applicable. All written demands for appraisal pursuant to Section 262 must be mailed or delivered to:

Tri Pointe Homes, Inc.

3161 Michelson Drive, Suite 1500

Irvine, California 92612

Attention: Corporate Secretary

Telephone: (949) 438-1400

At any time within sixty (60) days after the effective date of the Merger (or thereafter, with written approval from the Company), any holder of record or beneficial owner of shares of the Company Common Stock who has submitted a demand for appraisal who has not commenced an appraisal proceeding or otherwise joined such proceeding as a named party will have the right to withdraw such person’s demand for appraisal and to accept the Merger Consideration offered pursuant to the Merger Agreement, without interest and less any applicable withholding taxes, by delivering to the Company, as the Surviving Corporation, a written withdrawal of the demand for appraisal. Once a petition for appraisal is filed, an appraisal proceeding may not be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of Section 262 (a “Reservation”); provided, however, that this will not affect the right of any such person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the effective date of the Merger. Except with respect to any holder of record or beneficial owner of shares of the Company Common Stock who withdraws such person’s demand in accordance with the provision in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to such person, the person will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to, or more than the Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within ten (10) days after the Effective Time, the Surviving Corporation will notify each record holder of shares of Company Common Stock who has properly and validly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement and any beneficial owner who has demanded appraisal in accordance with Section 262 that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within one hundred and twenty (120) days after the effective date of the Merger, but not thereafter, the Surviving Corporation or any holder of record or beneficial owner of shares of the Company Common Stock who has complied with Section 262 and who is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a person other than the Surviving Corporation, demanding a determination of the fair value of the shares of Company Common Stock held by all such persons entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and holders of record and beneficial owners of shares of Company Common Stock should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Company Common Stock. Accordingly, any such persons who desire to have their shares of Company Common Stock appraised should take all actions necessary to perfect their appraisal rights in respect of their shares of Company Common Stock within the time and in the manner prescribed in Section 262. The failure to file such a petition within the period specified in Section 262 will nullify a previous written demand for appraisal.

 

62

Within one hundred and twenty (120) days after the effective date of the Merger, any holder or beneficial owner of shares of the Company Common Stock who has complied with the requirements for an appraisal of such person’s shares of Company Common Stock pursuant to Section 262 and who is entitled to appraisal rights under Section 262 will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the adoption of the Merger Agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of stockholders or beneficial owners holding or owning such shares of Company Common Stock (provided that, where a beneficial owner makes a demand pursuant to Section 262, the holder of record of such shares of Company Common Stock will not be considered a separate stockholder holding such shares of Company Common Stock for purposes of such aggregate number). The Surviving Corporation must send this statement to the requesting person within ten (10) days after receipt by the Surviving Corporation of the written request for such a statement or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a holder or beneficial owner of shares of the Company Common Stock and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after such service to file with the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all such persons who have demanded appraisal for their shares of Company Common Stock and with whom agreements as to the value of their shares of Company Common Stock have not been reached. The Register in Chancery, if so ordered by the Delaware Court of Chancery, will give notice of the time and place fixed for the hearing of such petition by mail to the Surviving Corporation and to the persons shown on such list at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery and the costs of any such notice are borne by the Surviving Corporation.

After providing the foregoing notice, at the hearing on such petition, the Delaware Court of Chancery will determine the persons who have complied with Section 262 and who are entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal for their shares and who hold stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings. If any person fails to comply with the direction, the Delaware Court of Chancery may dismiss the proceedings as to such person. Accordingly, persons seeking appraisal of their shares of the Company Common Stock are cautioned to retain their Company Common Stock certificates pending resolution of the appraisal proceedings.

The Delaware Court of Chancery will dismiss appraisal proceedings as to all holders or beneficial owners of shares of the Company Common Stock who are otherwise entitled to appraisal rights unless (1) the total number of shares of Company Common Stock entitled to appraisal exceeds one percent (1%) of the outstanding shares of Company Common Stock eligible for appraisal (as measured in accordance with subsection (g) of Section 262) or (2) the value of the consideration provided in the Merger for such total number of shares of Company Common Stock entitled to appraisal exceeds $1,000,000.

Determination of Fair Value

After the Delaware Court of Chancery determines the persons entitled to appraisal, and that at least one (1) of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Delaware Court of Chancery will take into account all relevant

 

63

factors. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Corporation has the right, at any time prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person seeking appraisal. If the Surviving Corporation makes a voluntary cash payment pursuant to subsection (h) of Section 262 to each person entitled to appraisal, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Corporation in such voluntary cash payment and the fair value of the shares of Company Common Stock as determined by the Delaware Court of Chancery, and (2) interest accrued before such voluntary cash payment, unless paid at that time.

In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise, and any other facts that could be ascertained as of the date of the Merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Company Common Stock as so determined by the Delaware Court of Chancery could be more than, the same as, or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Company Common Stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and may not in any manner address, fair value under Section 262. Although the Company believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and holders of record and beneficial owners of Company Common Stock should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither the Company nor Parent anticipates offering more than the Merger Consideration to any Company Stockholder or beneficial owner exercising appraisal rights, and the Surviving Corporation reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Merger Consideration.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the list filed by the Surviving Corporation pursuant to Section 262(f) who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorney’s fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares of Company Common Stock entitled to an appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a Reservation. In the absence of such determination or assessment, each party bears its own expenses.

 

64

If any person who demands appraisal of his, her, or its shares of Company Common Stock under Section 262 fails to perfect, or loses or validly withdraws, such person’s right to appraisal, such person’s shares of Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration as provided in the Merger Agreement, without interest and less any applicable withholding taxes. A person will fail to perfect, or effectively lose, such person’s right to appraisal if no petition for appraisal is filed within one hundred and twenty (120) days after the effective date of the Merger, if neither of the ownership thresholds above has been satisfied in respect of persons seeking appraisal rights or if the person delivers to the Surviving Corporation a written withdrawal of such person’s demand for appraisal and an acceptance of the Merger Consideration as provided in the Merger Agreement in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Company Common Stock in compliance with Section 262 will be entitled to vote such shares of Company Common Stock for any purpose or to receive payment of dividends or other distributions on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the Effective Time). If a person who has made a demand for an appraisal in accordance with Section 262 delivers to the Surviving Corporation a written withdrawal of such person’s demand for an appraisal in respect of some or all of such person’s shares, either within sixty (60) days after the effective date of the Merger or thereafter with the Surviving Corporation’s written approval, then the right of such person to an appraisal of the shares subject to the withdrawal will cease. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a Reservation; provided, however, that the foregoing will not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the Effective Time. If a petition for an appraisal is not filed within the time provided in accordance with Section 262, the right to appraisal with respect to all shares of Company Common Stock will cease.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a person’s appraisal rights under Section 262. In that event, such person will be entitled to receive the Merger Consideration for such person’s shares of Company Common Stock in accordance with the Merger Agreement, without interest and less any applicable withholding taxes. Consequently, any holder of record or beneficial owner of shares of the Company Common Stock wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Accounting Treatment

The Merger will be accounted for as a “business combination” for financial accounting purposes.

Certain Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) whose shares of Company Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or to differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion.

This discussion is limited to Company Stockholders who hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment

 

65

purposes). In addition, this summary does not describe any tax consequences arising under the laws of any state, local, or foreign jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., estate or gift taxation) or the alternative minimum tax or the Medicare net investment income surtax that may be relevant or applicable to a particular holder in connection with the Merger. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder (each as defined below) or both, as the context may require.

This discussion is for general information purposes only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, including, for example:

 

•

banks or other financial institutions;

 

•

mutual funds;

 

•

insurance companies;

 

•

tax-exempt organizations (including private foundations), governmental agencies, instrumentalities, or other governmental organizations;

 

•

retirement plans or other tax-deferred accounts;

 

•

S corporations, partnerships or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or investors in such entities or arrangements);

 

•

controlled foreign corporations, passive foreign investment companies, or corporations that accumulate earnings to avoid U.S. federal income tax;

 

•

dealers or brokers in securities, currencies, or commodities;

 

•

traders in securities that elect to use the mark-to-market method of accounting for their securities;

 

•

regulated investment companies or real estate investment trusts, or entities subject to the U.S. anti-inversion rules;

 

•

U.S. expatriates or certain former citizens or long-term residents of the United States;

 

•

holders that own or have owned (directly, indirectly, or constructively) five percent (5%) or more of Company Common Stock (by vote or value);

 

•

holders holding the shares as part of a hedging, constructive sale, or conversion, straddle, or other risk reduction transaction;

 

•

holders subject to special tax accounting rules as a result of any item of gross income with respect to the shares of Company Common Stock being taken into account in an “applicable financial statement” (as defined in the Code);

 

•

holders that received their shares of Company Common Stock in a compensatory transaction, through a tax-qualified retirement plan or pursuant to the exercise of options or warrants;

 

•

holders that hold their shares of Company Common Stock through a bank, financial institution, or other entity, or a branch thereof, located, organized, or resident outside the United States;

 

•

holders who own an equity interest, actually or constructively, in Parent or the Surviving Corporation following the Merger;

 

•

holders that do not vote in favor of the Merger and that properly demand appraisal of their shares of Company Common Stock under Section 262; or

 

•

U.S. Holders whose “functional currency” is not the U.S. dollar.

 

66

If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO ANY HOLDER. IT IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES UNDER STATE, LOCAL, NON-U.S., OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Company Common Stock who or that is for U.S. federal income tax purposes:

 

•

an individual who is a citizen or resident of the United States;

 

•

a corporation, or other entity taxable as a corporation, created or organized in, or under the laws of, the United States or any state thereof or the District of Columbia;

 

•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

•

a trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in Section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person as defined in Section 7701(a)(30) of the Code.

The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Such U.S. Holder’s gain or loss generally will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss generally will be a capital gain or loss and will be a long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Company Common Stock at different times or different prices, such U.S. Holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company Common Stock.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of Company Common Stock that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Subject to the discussion under “Information Reporting and Backup Withholding” below, any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

 

•

the gain is effectively connected with the conduct of a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent

 

67

establishment maintained by such Non-U.S. Holder in the United States), in which case such gain generally will be subject to U.S. federal income tax, net of certain deductions, at rates generally applicable to U.S. persons (unless an applicable income tax treaty provides otherwise), and, if the Non-U.S. Holder is a corporation, such gain may also be subject to an additional “branch profits tax” at a rate of thirty percent (30%) (or a lower rate under an applicable income tax treaty);

 

•

such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other specified conditions are met, in which case such gain generally will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate under an applicable income tax treaty), which gain may be offset by certain U.S. source capital losses of such Non-U.S. Holder provided such Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses; or

 

•

shares of Company Common Stock constitute a United States real property interest (“USRPI”) by reason of the Company’s status as a “United States real property holding corporation” as such term is defined in Section 897(c) of the Code (“USRPHC”), at any time within the shorter of the five-year period preceding the Merger or such Non-U.S. Holder’s holding period with respect to the applicable shares of Company Common Stock (the “Relevant Period”). Generally, a corporation is a USRPHC if the fair market value of its USRPIs equals or exceeds fifty percent (50%) of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that the Company is a USRPHC as of the Merger. However, so long as shares of Company Common Stock are treated as regularly traded on an established securities market (for purposes of Section 897(c)(3) of the Code), a Non-U.S. Holder generally will not be subject to U.S. federal income tax on the disposition of shares of Company Common Stock pursuant to the Merger if the Non-U.S. Holder has not owned directly and has not been deemed to own pursuant to attribution rules more than five percent (5%) of Company Common Stock at any time during the Relevant Period. If a Non-U.S. Holder exceeds the limits described in the preceding sentence with respect to Company Common Stock, the Non-U.S. Holder generally will be subject to U.S. federal income tax on its gain at rates applicable to U.S. persons (as described in the first bullet point above), except that the branch profits tax will not apply. If a Non-U.S. Holder is subject to the tax described in the preceding sentences, the Non-U.S. Holder will also be required to file a U.S. federal income tax return with the IRS. Non-U.S. Holders are encouraged to consult their tax advisors regarding the possible consequences to them of the Company being a USRPHC.

Non-U.S. Holders should consult their tax advisors regarding the tax consequences to them of the Merger.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may also apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that (a) provides a certification of such Non-U.S. Holder’s foreign status on an applicable IRS Form W-8 (or a substitute or successor form) or (b) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder’s U.S. federal income tax liability; provided that the holder timely furnishes the required information to the IRS.

Additional Withholding Requirements under the Foreign Account Tax Compliance Act (FATCA)

Sections 1471 through 1474 of the Code, and the U.S. Treasury Regulations and administrative guidance issued thereunder (which we refer to as, collectively, “FATCA”), impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a “foreign financial institution” (as specially defined under these

 

68

rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which include certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. The U.S. Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the FATCA withholding applicable to the gross proceeds of a sale or other disposition of Company Common Stock. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers generally may rely on the proposed regulations until final regulations are issued. Holders of Company Common Stock are urged to consult with their tax advisors regarding the possible implications of FATCA on the disposition of Company Common Stock pursuant to the Merger.

THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO PARTICULAR HOLDERS. IT IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF CASH FOR THEIR SHARES OF COMPANY COMMON STOCK PURSUANT TO THE MERGER UNDER ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S., OR OTHER TAX LAWS, OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Regulatory Approvals Required for the Merger

The parties to the Merger Agreement have agreed to use (and will cause each of their respective subsidiaries to use) their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties to the Merger Agreement in doing, or causing to be done, all things necessary, proper, or advisable under applicable law to consummate the Merger and other transactions contemplated by the Merger Agreement as soon as practicable. Parent and Merger Sub will use (and will cause each of their respective subsidiaries to use) their reasonable best efforts to take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable law that may be asserted by any governmental entity or any other person so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as promptly as practicable, including, among other things, becoming subject to, consenting to, committing to and/or negotiating, proposing, offering, settling, undertaking, agreeing to or otherwise taking any action with respect to, permitting, or suffering to exist, any requirement, condition, limitation, understanding, agreement, or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate, or otherwise dispose of any and all of the share capital or other equity or voting interest, assets, licenses, operations, rights, product lines, business, or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective subsidiaries; and (B) conduct, restrict, operate, invest, or otherwise change the assets, licenses, operations, rights, product lines, business, or portion of the business of the Company, the Surviving Corporation, Parent, Merger Sub, or any of their respective subsidiaries; provided that neither Parent and Merger Sub nor any of their respective subsidiaries will be required to take any of the actions referred to above (1) unless the effectiveness thereof is conditioned on the occurrence of the consummation of the Merger, and (2) if such actions would or would reasonably be expected to, individually or in the aggregate, result in a material adverse effect on (y) the Company and its subsidiaries taken as a whole or (z) Parent, the Company, Merger Sub, and their respective subsidiaries, taken as a whole. Parent and Merger Sub will (and will cause their respective subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits, any claim asserted in court to avoid entry of, or to have vacated, lifted, reversed, overturned, or terminated, any order or judgment (whether temporary, preliminary, or permanent) that would prevent the closing of the Merger prior to the date, if any, the Merger Agreement is terminated.

 

69

Under the HSR Act, the Merger cannot be completed until Parent, Merger Sub, and the Company file a notification and report form with the FTC and the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. The Company, Parent, and Merger Sub made the necessary filings with the FTC and the Antitrust Division of the DOJ on [●], 2026, and the applicable waiting period will expire on 11:59 p.m. Eastern Time on [●], 2026.

At any time before or after the consummation of the Merger and the other transactions contemplated by the Merger Agreement, notwithstanding the termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger and the other transactions contemplated by the Merger Agreement, and notwithstanding the termination of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger and the other transactions contemplated by the Merger Agreement or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

 

70

PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL

This section describes the material terms and conditions of the Merger Agreement. The description of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached to this Proxy Statement as Annex A and is incorporated by reference into this Proxy Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this Proxy Statement. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this Proxy Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section titled “Where You Can Find More Information” beginning on page [●].

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and the description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company, Parent, Merger Sub, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific agreed-upon dates, were solely for the benefit of the parties to the Merger Agreement, and may be subject to limitations, qualifications, and supplemental information agreed upon by the parties in connection with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made by each party for the purposes of allocating contractual risk between the parties. In addition, certain representations and warranties may be subject to contractual standards of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the parties that is contained in, or incorporated by reference into, this Proxy Statement, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, proxy statements, and Current Reports on Form 8-K. Except as expressly stated in the Merger Agreement, Company Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub, or any of their respective subsidiaries, affiliates, or businesses. Additionally, the representations, warranties, covenants, conditions, and other terms of the Merger Agreement may be subject to subsequent waiver, amendments, or other modification.

Effect of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and the Company will continue as the Surviving Corporation and an indirect wholly owned subsidiary of Parent. The Merger will be effected pursuant to the DGCL and will have the effects set forth in the Merger Agreement and applicable provisions of the DGCL. In addition, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules, and regulations. Except to the extent required pursuant to the indentures governing the Company Notes that remain outstanding following the Closing Date, the Company will no longer file periodic or other reports with the SEC.

If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation. The Effective Time will occur upon the filing of the certificate of merger with, and the acceptance of such filing

 

71

by, the Secretary of State of the State of Delaware (or at such later time as the Company, Parent, and Merger Sub may agree and specify in the certificate of merger).

At the Effective Time, all of the property, rights, privileges, immunities, powers, and franchises of the Company and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities, and duties of the Company and Merger Sub will become the debts, liabilities, and duties of the Surviving Corporation as provided under the DGCL.

Closing and Effective Time

The closing will take place on the fifth (5th) business day following the satisfaction or, to the extent permitted by applicable law, waiver of all conditions to the closing (described below under the subsection titled “Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement) (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions at the closing), by electronic exchange of deliverables, unless otherwise agreed to in writing by Parent and the Company. However, without the prior written consent of Parent, the closing will not occur prior to the earlier of (i) the date that is five business days after the date on which all Designated Governmental Consents (as defined in the Merger Agreement) have been obtained, and (ii) the date that is 90 days after the date of the Merger Agreement. On the date on which the closing actually occurs (the “Closing Date”), or on such other date as Parent and the Company may agree to, the parties will cause a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger will become effective at the time the certificate of merger has been filed and accepted for record by the Secretary of State of the State of Delaware, or such later date and time as is agreed upon by the parties in writing and specified in the certificate of merger.

Directors and Officers; Certificate of Incorporation; Bylaws

The Company, Parent, and Merger Sub will take all action necessary to cause the directors of Merger Sub immediately prior to the Effective Time to be the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated, or qualified, or until their earlier death, resignation, or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, will be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors have been duly elected, designated, or qualified, or until their earlier death, resignation, or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

At the Effective Time, by virtue of the Merger and without the necessity of any further action, the certificate of incorporation and bylaws of the Surviving Corporation will be the certificate of incorporation and bylaws, respectively, of Merger Sub, as in effect immediately prior to the Effective Time, until thereafter changed or amended as provided in the certificate of incorporation and bylaws and applicable law, as applicable; provided that the name of the Surviving Corporation will be “Tri Pointe Homes, Inc.”

Merger Consideration

Company Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of the parties to the Merger Agreement or holders of any securities of the Company or of Merger Sub, each share of Company

 

72

Common Stock issued and outstanding as of immediately prior to the Effective Time will be automatically converted into the right to receive the Merger Consideration, subject to any withholding of taxes required by applicable law, except for shares of Company Common Stock that are Owned Company Shares, shares held by any direct or indirect wholly owned subsidiary of the Company, or Dissenting Shares.

As of the Effective Time, all shares of Company Common Stock will no longer be outstanding and shall automatically be cancelled and will cease to exist, and each applicable holder of such shares of Company Common Stock will cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor (except for shares of Company Common Stock that are Owned Company Shares, shares held by any direct or indirect wholly owned subsidiary of the Company, or Dissenting Shares).

At the Effective Time, each Owned Company Share will automatically be canceled and cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof, and each share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company will, if any, be converted into such number of shares (or fraction thereof) of common stock, par value $0.01 per share, of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration. Also at the Effective Time, all Dissenting Shares will be canceled and cease to exist, and the holders of Dissenting Shares will only be entitled to the rights granted to them under Section 262 with respect to such Dissenting Shares. For more information, please see the section titled “The Merger—Appraisal Rights” beginning on page [●] of the Proxy Statement.

Outstanding Company Equity Awards

Company RSUs

At the Effective Time, by virtue of the Merger:

 

i.

Each Company RSU granted under the Company Equity Plans prior to 2026 and each Company RSU held by a non-employee director of the Company, in each case whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU, multiplied by (B) the Merger Consideration.

 

ii.

Each Company RSU that is not subject to the preceding paragraph (i) above that is outstanding as of immediately prior to the Effective Time will be canceled and automatically converted into and substituted with a cash award representing the right to receive, upon each applicable vesting date for such Company RSU (or if earlier, upon a severance-eligible termination of employment), and subject to the same time-vesting terms and conditions that applied to such Company RSU (other than vesting terms providing for accelerated vesting in connection with the Merger), as in effect immediately prior to such conversion, an amount in cash (without interest and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company RSU that would have vested on such vesting date had such Company RSU remained outstanding through such vesting date, multiplied by (B) the Merger Consideration.

Company PSUs

At the Effective Time, by virtue of the Merger, each Company PSU granted under the Company Equity Plans, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time will be fully vested, canceled, and automatically converted into the right to receive an amount in cash (without interest, and subject to deduction for any required tax withholdings) equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Company PSU (at maximum performance), multiplied by (B) the Merger Consideration.

 

73

Exchange and Payment Procedures

At or prior to the closing, Parent will designate a nationally recognized bank or trust company reasonably acceptable to the Company to act as the paying agent for the Merger (the “Paying Agent”) for purposes of effecting the payment of the aggregate Merger Consideration in accordance with Article II of the Merger Agreement. At or prior to the closing, Parent will deposit (or cause to be deposited) with the Paying Agent an amount of cash in immediately available funds equal to the aggregate Merger Consideration to which holders of Company Common Stock will be entitled at the Effective Time pursuant to the Merger Agreement.

As soon as practicable after the Effective Time (and in any event within three (3) business days), Parent and the Surviving Corporation will cause the Paying Agent to mail each holder of record of shares of Company Common Stock represented by certificates as of immediately prior to the Effective Time (A) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the certificates representing such shares (the “Certificates”) will pass, only upon delivery of the Certificates to the Paying Agent) and (B) instructions for effecting the surrender of the shares of Company Common Stock represented by the Certificates (or affidavits of loss in lieu of the Certificates) in exchange for the Merger Consideration. Each holder of record of one or more shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) and whose shares were converted into the right to receive the Merger Consideration pursuant to the Merger Agreement will automatically receive the Merger Consideration and be cancelled; provided, however, that receipt of the Merger Consideration by a holder of Book-Entry Shares will be subject to receipt by the Paying Agent of any documentation or information reasonably requested by the Paying Agent from such holder of Book-Entry Shares.

If any cash deposited with the Paying Agent is not claimed within one (1) year following the Effective Time, such cash will be returned to Parent or an affiliate thereof designated by Parent, upon demand, and any holders of Company Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent (subject to abandoned property, escheat, or other similar laws) for payment of the Merger Consideration.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Parent, and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by the Company are subject to specified exceptions and qualifications contained in the Merger Agreement, including qualifications as to materiality or Company Material Adverse Effect. For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, effect, development, circumstance, condition, state of facts, event, or occurrence (each, an “Effect”) that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, operations, condition (financial or otherwise), properties, assets, or liabilities of the Company and the Company’s subsidiaries, taken as a whole; provided, however, that no Effects to the extent resulting or arising from the following will be deemed to constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect exists or has occurred, or would reasonably be expected to occur:

 

•

any changes in economic conditions in the United States or any other country, or any changes in local, regional, global, or international economic conditions, including

 

•

any changes affecting financial, debt, credit, foreign exchange or capital market conditions,

 

•

changes in interest rates or credit ratings in the United States or any other country, or

 

•

changes in exchange rates for the currencies of any country;

 

•

any changes in conditions generally affecting the industries in which the Company and the Company’s subsidiaries operate, including due to the issuance of any executive orders or other proposed or binding

 

74

directives or the opening of any investigation, inquiry, or similar action, in each case, by any governmental entity or other governmental activity;

 

•

any changes in political, geopolitical, regulatory, or legislative conditions in the United States, any other country or region of the world, or any locality or region within the United States;

 

•

any changes after the date of the Merger Agreement in GAAP or other accounting standards or the enforcement or interpretation thereof or guidance with respect thereto;

 

•

any changes after the date of the Merger Agreement in applicable law or the enforcement or interpretation thereof, including any new or increased tariffs or trade restrictions and any related retaliatory measures;

 

•

any failure by the Company to meet any internal or published projections, forecasts, budgets, plans, operational metrics, estimates or expectations of the Company’s revenue, earnings, or other financial performance or results of operations for any period, in and of itself (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account);

 

•

any acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility, military actions, cyber-attacks, cyber-invasions, cyber-terrorism, cyber-security breaches, weather conditions, natural disasters, acts of God, plagues, epidemics or pandemics or disease outbreaks, or other force majeure events, including any material worsening of such conditions threatened or existing as of the date of the Merger Agreement, including, in each case, the response of any governmental entity;

 

•

the execution and delivery of the Merger Agreement, the identity of Parent, Merger Sub, or any of their respective affiliates, the pendency or consummation of the Merger Agreement, the Merger, and the other transactions contemplated therein (including the effect thereof on the relationships with current or prospective customers, suppliers, distributors, partners, financing sources, employees, sales representatives, or other third parties), or the public announcement of the Merger Agreement and the transactions contemplated therein, including any litigation threatened, brought or otherwise arising out of or relating to the Merger Agreement or the transactions contemplated therein, in each case only to the extent resulting from the execution and delivery of the Merger Agreement, the identity of Parent, Merger Sub, or any of their respective affiliates, the pendency or consummation of the Merger Agreement, the Merger, and the other transactions contemplated therein, or the public announcement of the Merger Agreement and the transactions contemplated therein, as applicable (provided that this clause will not apply to any representation or warranty to the extent the purpose of such representation or warranty is to address, as applicable, the consequences resulting from the execution and delivery of the Merger Agreement, the pendency or consummation of the Merger Agreement, the Merger, and the other transactions contemplated therein or to address the consequences of litigation);

 

•

any action or failure to take any action which action or failure to act is requested in writing by or on behalf of Parent or Merger Sub or is otherwise expressly required by the Merger Agreement (other than Section 5.1 of the Merger Agreement);

 

•

any changes in the Company’s stock price or the trading volume of the Company Common Stock or any change in the ratings or ratings outlook for the Company or any of the Company subsidiaries (it being understood that the facts or occurrences giving rise or contributing to such changes that are not otherwise excluded from the definition of a “Company Material Adverse Effect” may be taken into account); and

 

•

the availability or cost of equity, debt, or other financing to Parent or Merger Sub.

However, with respect to the exceptions set forth in the first to fifth bullets and the seventh bullet above, to the extent that such Effect has had a disproportionate adverse impact on the Company or any Company

 

75

subsidiary relative to other companies of a similar size operating in the industry in which the Company and the Company subsidiaries operate, then only the incremental disproportionate adverse impact of such Effect will be taken into account for the purpose of determining whether a Company Material Adverse Effect exists or has occurred.

In the Merger Agreement, the Company made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

•

the due organization, valid existence, and qualification of the Company and its subsidiaries;

 

•

the capital structure of the Company, as well as the ownership and capital structure of its subsidiaries;

 

•

the absence of any shareholder agreements, voting trusts, registration rights agreements, subscription agreements or other agreements, commitments, or understandings to which the Company or any Company subsidiary is a party with respect to the shares of capital stock or other equity interests of the Company;

 

•

the absence of any undisclosed outstanding bonds, debentures, notes, or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter;

 

•

the Company’s corporate power and authority to enter into and perform the Merger Agreement, and the enforceability of the Merger Agreement;

 

•

the necessary approval of the Board;

 

•

the absence of any conflict or violation of any organizational documents of the Company, certain existing contracts of the Company and its subsidiaries, applicable laws to the Company or its subsidiaries or the resulting creation of any lien upon the properties or assets of the Company or its subsidiaries due to the execution and delivery of the Merger Agreement and performance thereof;

 

•

required consents, approvals, and regulatory filings in connection with the Merger Agreement and performance thereof;

 

•

the accuracy and completeness of the Company’s SEC filings and financial statements;

 

•

the Company’s disclosure controls and procedures;

 

•

the Company’s internal accounting controls and procedures;

 

•

the absence of undisclosed liabilities;

 

•

the conduct of the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice and the absence of any Company Material Adverse Effect, in each case, since September 30, 2025;

 

•

the Company’s and its subsidiaries’ compliance with laws and possession of necessary permits;

 

•

export controls matters and compliance with anti-corruption laws, anti-money laundering laws, and international sanctions and embargo regimes;

 

•

employee benefit plans;

 

•

labor matters;

 

•

tax matters;

 

•

litigation matters;

 

•

trademarks, copyrights, and other intellectual property matters;

 

•

privacy and data protection matters;

 

76

•

real property owned or leased by the Company, its subsidiaries, and its Joint Ventures (as defined in the Merger Agreement);

 

•

the existence and enforceability of specified categories of the Company’s and its subsidiaries’ material contracts;

 

•

certain environmental matters;

 

•

the Company’s and its subsidiaries’ top suppliers and vendors;

 

•

insurance matters;

 

•

the absence of untrue statements of material facts (and omissions of the same) in information relating to, and provided by, the Company and its subsidiaries, contained in this Proxy Statement;

 

•

the rendering of Moelis’s fairness opinion to the Board;

 

•

the inapplicability of anti-takeover statutes to the Merger;

 

•

absence of any contract or transactions between the Company or any of its subsidiaries and any affiliate or related person;

 

•

payment of fees to brokers in connection with the Merger Agreement;

 

•

matters pertaining to the Company’s and its subsidiaries’ mortgage business;

 

•

matters pertaining to the Company’s and its subsidiaries’ insurance business; and

 

•

the nature of the Company’s and its subsidiaries’ business, as it pertains to not developing “critical technologies” or performing functions with respect to “critical infrastructure,” in each case as defined under rules and regulations administered by CFIUS.

In the Merger Agreement, Parent, and Merger Sub made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

•

the due organization, valid existence, and qualification of Parent and Merger Sub;

 

•

Parent and Merger Sub’s authority to enter into and perform their respective obligations under the Merger Agreement;

 

•

the absence of any conflict or violation of Parent and Merger Sub’s organizational documents, existing contracts, applicable laws, or the resulting creation of any lien upon Parent or Merger Sub’s properties or assets due to the execution and delivery of the Merger Agreement and performance thereof;

 

•

required consents and regulatory filings in connection with the Merger Agreement and performance thereof;

 

•

the required vote or consent of holders of voting interests in Parent and Merger Sub;

 

•

the absence of certain litigation and orders;

 

•

the absence of untrue statements of material facts (and omissions of the same) in information relating to, and provided by, Parent and Merger Sub contained in this Proxy Statement;

 

•

the absence of certain exclusive arrangements with respect to the Merger and the transactions contemplated by the Merger Agreement;

 

•

the absence of certain stockholder or management arrangements related to the Merger;

 

•

the solvency of the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

 

•

matters with respect to Parent’s debt financing and sufficiency of funds;

 

77

•

payment of fees to brokers in connection with the Merger Agreement;

 

•

ownership of capital stock of Parent and Merger Sub;

 

•

the absence of Merger Sub activity other than as contemplated by the Merger Agreement; and

 

•

the exclusivity and terms of the representations and warranties made by the Company.

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, between the date of the Merger Agreement and the earlier of the Effective Time or the date on which the Merger Agreement, if any, is validly terminated, except as set forth in the confidential disclosure letter to the Merger Agreement (the “Company Disclosure Letter”), as expressly permitted, expressly contemplated, or required by the Merger Agreement, as required by applicable law, or as consented to in writing by Parent (which approval should not be unreasonably withheld, conditioned, or delayed), the Company (a) will, will cause each Company subsidiary to, and will exercise (and cause the Company’s subsidiaries to exercise) any available rights with respect to Joint Ventures to, conduct its business in all material respects in the ordinary course of business, (b) will, will cause each Company subsidiary to, and will exercise (and cause the Company’s subsidiaries to exercise) any available rights with respect to its Joint Ventures to, use commercially reasonable efforts to (1) preserve intact its and their material business organizations, goodwill, and ongoing businesses, and (2) preserve its and their present relationships with Material Suppliers (as defined in the Merger Agreement), partners, rating agencies, governmental entities, key employees, and other persons with whom it and they have material business relations; and (c) will not, and will cause each Company subsidiary not to, directly or indirectly:

 

•

amend, modify, waive, rescind, change, or otherwise restate the Company governing documents or any Company subsidiary’s certificate of incorporation, bylaws, or equivalent organizational documents;

 

•

authorize, declare, set aside, make, or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock or other equity interests (whether in cash, assets, shares, or other securities of the Company or any Company subsidiary) (other than dividends or distributions made by any wholly owned Company subsidiary to the Company or any other wholly owned Company subsidiary);

 

•

split, combine, subdivide, reduce, or reclassify any of its capital stock or other equity interests, or redeem, purchase, or otherwise acquire any of its capital stock or other equity interests, or issue or authorize the issuance of any of its capital stock or other equity interests or any other securities in respect of, in lieu of or in substitution for, its capital stock or other equity interests, except for (A) the acceptance of Company Common Stock for withholding taxes in respect of Company Equity Awards or (B) any such transaction involving only wholly owned subsidiaries of the Company;

 

•

issue, deliver, grant, sell, pledge, dispose of, or encumber, or authorize the issuance, delivery, grant, sale, pledge, disposition, or encumbrance of, any shares in the capital stock, voting securities, or other equity interest in the Company or any Company subsidiary or any securities convertible into or exchangeable or exercisable for any such shares, voting securities, or equity interest, or any rights, warrants or options to acquire any such shares, voting securities, or equity interest or any “phantom” stock, “phantom” stock rights, stock appreciation rights, or stock based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Company Equity Award under any existing Company Equity Plan, other than (A) issuances of Company Common Stock in respect of the vesting or settlement of Company Equity Awards outstanding on the date of the Merger Agreement (or issued in accordance with the Company Disclosure Letter), in all cases in accordance with their respective terms as of the date of the Merger Agreement, (B) sales of Company

 

78

Common Stock pursuant to the settlement of Company Equity Awards in order to satisfy tax withholding obligations, (C) in connection with the vesting of any Company Equity Awards in accordance with their terms as of the date of the Merger Agreement, or (D) transactions solely between the Company and a wholly owned Company subsidiary or solely between wholly owned subsidiaries of the Company;

 

•

except as required by any Company benefit plan as in existence as of the date of the Merger Agreement (or as adopted or amended following the date of the Merger Agreement in a manner permitted by the Merger Agreement) or as required by applicable law,

 

•

increase or commit to increase the compensation or benefits payable or to become payable to any current or former Service Providers (as defined in the Merger Agreement) (1) whose annual base salary exceeds $350,000 as of the date of the Merger Agreement or (2) whose annual base salary is less than $350,000 as of the date of the Merger Agreement, except in respect of this clause (2) in the ordinary course of business consistent with past practice,

 

•

grant or commit to grant to any of its current or former Service Providers (1) whose annual base salary exceeds $350,000 as of the date of the Merger Agreement, any severance or termination pay or any increase in severance or termination pay or (2) whose annual base salary is less than $350,000 as of the date of the Merger Agreement, any severance or termination pay or any increase in severance or termination pay, except in respect of this clause (2) in the ordinary course of business consistent with past practice,

 

•

pay or award, or commit to pay or award, any bonus or bonus opportunity, retention, change in control, or incentive compensation to any of its current or former Service Providers,

 

•

enter into any employment, severance, retention, change in control, or similar agreement (excluding offer letters that provide for no severance or change in control benefits) with any of its current or former Service Providers,

 

•

establish, adopt, enter into, amend, or terminate any Company benefit plan except for any amendments to health and welfare plans entered into in the ordinary course of business that would not result in a material increase in annual cost or annual expense (relative to the 2025 annual cost or expense) of maintaining such employee health or welfare benefit plan to the Company,

 

•

take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability, or funding under any Company benefit plan,

 

•

terminate the employment of any employee whose annual base salary exceeds $350,000 as of the date of the Merger Agreement, other than for cause,

 

•

hire any new employees, except for employees whose annual base salary does not exceed $350,000, or

 

•

provide any funding for any rabbi trust or similar arrangement;

 

•

(A) terminate, modify, extend, or enter into any Labor Agreement (as defined in the Merger Agreement) or (B) recognize or certify any labor union, labor organization, works council, or group of employees as the bargaining representative for any employees of the Company or the Company’s subsidiaries;

 

•

waive or release any noncompetition, nonsolicitation, nondisclosure, noninterference, nondisparagement, or other restrictive covenant obligation of any current or former Service Provider whose annual base salary exceeds $350,000 as of the date of the Merger Agreement;

 

•

acquire (including by merger, consolidation, or acquisition of stock or assets or any other means), or enter into any definitive agreements providing for any acquisitions of, any equity interests in or real property of any person, or any business or division of any person, or otherwise engage in any mergers, consolidations, or business combinations, except for

 

79

•

transactions solely between the Company and a wholly owned subsidiary of the Company or solely between wholly owned subsidiaries of the Company,

 

•

acquisitions, leases, or licenses of inventory, products, goods, services, supplies, equipment, or off-the-shelf technology in the ordinary course of business consistent with past practice,

 

•

acquisitions of real property or residential units on terms consistent with the Lot Purchase Agreements or Development Parcel Contracts (each as defined in the Merger Agreement), as applicable, and, in each case, any other contracts executed in connection therewith in the ordinary course of business consistent with past practice, and otherwise on market terms in the ordinary course of business, including (I) entering into land purchase contracts, option contracts, membership interest purchase contracts, joint venture agreements, or joint development agreements with the primary purpose to acquire (and purchasing pursuant to the terms of such contracts) land or an ownership interest in an entity holding land, in each case with a purchase price (with respect to land) or a contribution amount (with respect to joint ventures) in an amount not to exceed $50,000,000 individually (it being acknowledged and agreed that such amount will be calculated net of amounts to be paid or contributed by the third party partners of the Company or any Company subsidiary pursuant to the terms of a joint development agreement or joint venture agreement to acquire land or an ownership interest in an entity holding land) or (II) as required by or pursuant to or otherwise in accordance with, or as contemplated by, any existing contracts, or

 

•

the acquisition of intellectual property rights in connection with the exercise of the reasonable business judgment of the Company or the Company’s subsidiaries in the ordinary course of business involving less than $3,000,000 individually and $15,000,000 in the aggregate;

 

•

liquidate (completely or partially), dissolve, restructure, recapitalize, or effect any other reorganization (including any restructuring, recapitalization, or reorganization between or among any of the Company or the Company’s subsidiaries), or adopt any plan or resolution providing for any of the foregoing;

 

•

make any loans, advances, or capital contributions to, or investments in, any other person, except for (A) loans, advances, or capital contributions to, or investments solely in or among the Company and its wholly owned subsidiaries or solely among the Company’s wholly owned subsidiaries, (B) loans, advances, or capital contributions to, or investments undertaken in, any other person in relation to the Joint Ventures as required by the organizational documents of such Joint Ventures, (C) loans, advances, or capital contributions to, or investments undertaken in, any other person in relation to the provision of mortgage financing and insurance services in the ordinary course of the Company’s financial services business, (D) advances for reimbursable director, officer, and employee expenses in the ordinary course of business or materially consistent with the Company’s policies, (E) extension of credit to customers in the ordinary course of business consistent with past practice, (F) releases of earnest money deposits and similar amounts to sellers of real property in the ordinary course of business, and (G) in addition to the foregoing clauses (A) through (F), loans, advances, or capital contributions, or investments, solely in an amount not to exceed $2,000,000 individually and $4,000,000 in the aggregate;

 

•

sell, lease, license, assign, abandon, permit to lapse, transfer, exchange, swap, or otherwise dispose of, or subject to any lien (other than Permitted Liens, as defined in the Merger Agreement), any of its material properties, rights, or assets (including shares in the capital of the Company or the Company’s subsidiaries), except (A) pursuant to transactions solely among the Company and its wholly owned subsidiaries or solely among the Company’s wholly owned subsidiaries, (B) non-exclusive licenses or other non-exclusive grants of rights in, to or under Company intellectual property rights in the ordinary course of business, (C) abandonment or expiration of registered Company intellectual property rights in the ordinary course of business, (D) sales of residential units pursuant to home sale contracts and sales of real property, including individual homes and lots, pursuant to joint development agreements or in connection with joint venture agreements, in each case, in the ordinary course of business, (E) sales of

 

80

Company mortgage loans or related servicing rights on the secondary mortgage market in the ordinary course of business consistent with past practice, (F) abandoning, permitting to lapse, or taking or refraining from taking any action with respect to, options or similar rights to acquire real property in the ordinary course consistent with past practice, (G) selling or otherwise disposing of inventory, products, goods, services, supplies, equipment, or off the shelf technology (other than residential units), in each case, in the ordinary course of business consistent with past practice, or (H) pursuant to any contract to which the Company or any Company subsidiary is bound as of the date of the Merger Agreement that was provided to Parent;

 

•

other than in the ordinary course of business, (A) enter into any contract that would, if entered into prior to the date of the Merger Agreement, be a material contract (other than certain contracts defined in the Merger Agreement as “Specified Contracts”), or (B) (1) modify, amend, extend, or voluntarily terminate (other than non-renewals occurring in the ordinary course of business consistent with past practice) any material contract (other than a Specified Contract) or (2) waive, release, or assign any rights or claims thereunder;

 

•

(1) enter into any contract that would, if entered into prior to the date of the Merger Agreement, be a Specified Contract, or (2) waive, release, or assign any rights or claims thereunder, in the case of this clause (2) other than in the ordinary course of business consistent with past practice;

 

•

make any capital expenditure or expenditures, enter into agreements or arrangements for capital expenditure or expenditures, except (i) pursuant to real estate purchase agreements and any other contracts executed in connection therewith in the ordinary course of business, or (ii) capital expenditures incurred in the ordinary course of business, including related to for-sale residential homebuilding;

 

•

waive, release, assign, compromise, or settle any claim, litigation, investigation, or proceeding (for the avoidance of doubt, including with respect to matters in which the Company or any Company subsidiary is a plaintiff, or in which any of their officers or directors in their capacities as such are parties), other than the compromise or settlement of any claim, litigation, investigation, or proceeding that is: (i) (A) for an amount not to exceed, for any such compromise or settlement $2,000,000 individually or $25,000,000 in the aggregate (it being acknowledged and agreed that such amount will be calculated net of amounts that are paid by insurers under applicable insurance policies), and (B) does not impose any injunctive relief on the Company and the Company’s subsidiaries (other than customary confidentiality undertakings) and does not involve the admission of wrongdoing by the Company, any Company subsidiary, or any of their respective officers or directors, or (ii) settled in compliance with the Merger Agreement;

 

•

make any material change in financial accounting policies, practices, principles, or procedures or any of its methods of reporting income, deductions, or other material items for financial accounting purposes, except as required by GAAP or applicable law;

 

•

except to the extent in the ordinary course of business consistent with past practice, (A) make, change, or revoke any material tax election, (B) adopt or change any tax accounting period or material method of tax accounting, (C) amend any material tax return, (D) settle or compromise any material liability for taxes or any tax audit, claim, or other proceeding relating to a material amount of taxes, (E) enter into any “closing agreement” within the meaning of Section 7121(a) of the Code (or any similar or analogous provision of state, local or non-U.S. law), (F) surrender any right to claim a material refund of taxes, or (G) agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes;

 

•

redeem, repurchase, prepay, defease, incur, assume, endorse, guarantee, or otherwise become liable for or modify in any material respects the terms of any indebtedness or any derivative financial instruments or arrangements (including swaps, caps, floors, futures, hedges, forward contracts, and option agreements), or issue or sell any debt securities or calls, options, warrants, or other rights to

 

81

acquire any debt securities (directly, contingently, or otherwise), except for (A) any indebtedness solely among the Company and its wholly owned subsidiaries or solely among the Company’s wholly owned subsidiaries and with respect to bonding obligations undertaken in the ordinary course of business, (B) trade payables incurred in the ordinary course of business, (C) obligations incurred pursuant to business credit cards in the ordinary course of business, (D) indebtedness incurred under Company warehouse lines or similar asset-backed facilities in the ordinary course of business consistent with past practice, (E) indebtedness incurred under (i) the Company Debt Agreements (as defined below) that would not increase the aggregate principal amount outstanding thereunder to an amount that exceeds the amount outstanding thereunder as of the date of the Merger Agreement by more than $100,000,000 (when combined with any letters of credit issued pursuant to the immediately following clause (G)) or (ii) the Company Repurchase Agreements (as defined in the Merger Agreement) in the ordinary course of business consistent with past practice, (F) any derivative financial instruments or arrangements entered into in the ordinary course of business consistent with past practice relating to interest rates, or (G) letters of credit in an amount not exceeding $100,000,000 in the aggregate, when combined with any borrowings referenced in the immediately preceding clause (E)(i); provided that, in the cases of clauses (E)(i) and (G), any proceeds received in connection with the transactions contemplated thereby are used solely for for-sale residential homebuilding activities;

 

•

other than as otherwise contemplated by Section 5.2 of the Merger Agreement, enter into any contract with (A) any person that would be required to be disclosed under Item 404 of Regulation S-K or (B) any person who has filed a Schedule 13-D or Schedule 13-G under the Exchange Act with respect to Company Common Stock prior to entering into such contract and, in each case, remains a holder of more than five percent (5%) of the Company Common Stock at the time of entering into such contract;

 

•

cancel the Company’s or any of the Company subsidiary’s material insurance policies or fail to pay the premiums on the Company’s or a Company subsidiary’s material insurance policies such that such failure causes a cancellation of such policy, or fail to use commercially reasonable efforts to maintain in the ordinary course the Company’s or any of the Company subsidiary’s material insurance policies, in any such case, that is materially adverse to the Company and the Company’s subsidiaries, taken as a whole;

 

•

terminate, modify, or waive in any material respect any right under any material Company permit, except in the ordinary course of business consistent with past practice;

 

•

except as required by applicable law or such policies and practices, regulations, guidelines, or policies imposed by any governmental entity, make any material changes in the Company’s policies and practices with respect to (A) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service, loans (including the investment guidelines), (B) its hedging practices and policies, or (C) underwriting, pricing, acquiring, developing, constructing, marketing, and/or selling Communities (as defined in the Merger Agreement);

 

•

adopt or otherwise implement any stockholder rights plan, “poison-pill,” or other comparable agreement;

 

•

enter into a material new line of business outside of the existing business of the Company and the Company’s subsidiaries, taken as a whole; or

 

•

agree or authorize, in writing or otherwise, to take any of the foregoing actions.

No Solicitation of Other Offers

Certain Related Definitions

As used in this Proxy Statement:

“Acceptable Confidentiality Agreement” means an agreement with the Company or the Company’s subsidiaries that is executed, delivered, and effective after the date of the Merger Agreement containing

 

82

provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information of, or with respect to, the Company or the Company’s subsidiaries to keep such information confidential and refrain from using such information (subject to customary exceptions); provided, however, that the provisions contained therein are no less favorable in any material respect to the Company and the Company’s subsidiaries than the terms of the Confidentiality Agreement (as defined in the Merger Agreement) (it being understood that such confidentiality agreement need not contain a “standstill” or similar provision); provided, further, however, that such confidentiality agreement will not prohibit (i) the Company from providing the access, information, or data required to be provided to Parent pursuant to the Merger Agreement or (ii) compliance by the Company with any of the provisions of the Merger Agreement.

“Acquisition Proposal” means any offer, proposal, or indication of interest from a person (other than a proposal or offer by Parent or any Parent subsidiary), whether or not in writing, at any time relating to any transaction or series of related transactions (other than the transactions contemplated by the Merger Agreement) involving: (a) any acquisition or purchase (whether in a single transaction or a series of related transactions) by any person or group (or the shareholders of any person), directly or indirectly, of more than fifteen percent (15%) of any class of outstanding voting or equity securities of the Company or securities convertible into or exchangeable for such securities (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person or group (or the shareholders of any person) beneficially owning more than fifteen percent (15%) of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares); (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization, or other similar transaction involving the Company (or any Company subsidiary) and a person pursuant to which the Company Stockholders immediately preceding such transaction hold less than eighty-five percent (85%) of the equity interests in the surviving, resulting, or ultimate parent entity of such transaction (whether by voting power or number of shares); (c) any sale, lease, exchange, transfer, license, or other disposition (including any reinsurance or retrocession transaction, or transaction that has similar risk transfer effects), whether in a single transaction or a series of related transactions, to a person or group of more than fifteen percent (15%) of the consolidated assets, reserves, revenues, or net income of the Company and the Company’s subsidiaries, taken as a whole (measured by the fair market value thereof and including equity interests of any Company subsidiaries), or (d) any combination of the foregoing.

“Company Board Recommendation” means the recommendation by the Board to Company Stockholders to vote in favor of the adoption of the Merger Agreement.

“Intervening Event” means any Effect with respect to the Company and the Company’s subsidiaries first occurring or arising after the date of the Merger Agreement that was not known by or reasonably foreseeable by the Company or the Board (or a committee thereof) as of or prior to the date of the Merger Agreement; provided, however, that in no event will the following events, changes, or developments constitute an Intervening Event: (A) the receipt, existence, or terms of an Acquisition Proposal or any inquiry or communications relating thereto or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the Company Common Stock or any other securities of the Company, or any change in credit rating or the fact that the Company meets or exceeds internal or published estimates, projections, forecasts, or predictions for any period, in each case in and of itself, (C) changes to GAAP or applicable law, (D) any Effect relating to Parent or Merger Sub or any of their respective affiliates, (E) results from a breach of the Merger Agreement by the Company, or (F) actions taken pursuant to the Merger Agreement.

“Superior Proposal” means a bona fide, written Acquisition Proposal (with references in the definition thereof to fifteen percent (15%) and eighty-five percent (85%) being deemed to be replaced with references to eighty percent (80%) and twenty percent (20%), respectively) made by a third party after the date of the Merger Agreement, which (i) the Board determines in good faith after consultation with the Company’s outside legal counsel and financial advisors to be more favorable to the Company Stockholders from a financial point of view than the Merger, taking into account all relevant factors (including all the terms and conditions of such proposal

 

83

or offer (including the legal, financial, financing, regulatory, and other aspects of the proposal or offer, the person making the proposal or offer, termination or break-up fees, expense reimbursement provisions, transaction consideration, conditionality, timing, certainty of regulatory approvals, and likelihood of consummation) and the Merger Agreement (and, if applicable, any changes to the terms of the Merger Agreement proposed by Parent as permitted by the terms of the Merger Agreement)) and (ii) is reasonably likely to be completed on the terms proposed, taking into account all financial, regulatory, financing, timing, conditionality, legal, and other aspects of such proposal or offer.

No Solicitation Obligations

From the date of the Merger Agreement until the earlier of the Effective Time or the date on which the Merger Agreement is validly terminated, if any, the Company and the Board will not, and the Company will cause its subsidiaries and its and their respective directors and officers not to, and will use reasonable best efforts to cause its other representatives not to, directly or indirectly:

 

•

solicit, initiate, propose, or knowingly induce the making, submission, or announcement of, or knowingly encourage, facilitate, or assist, any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

 

•

provide to any third party any non-public information relating to the Company or the Company’s subsidiaries or afford to any third party access to the properties, assets, books, records, or other non-public information, or to any personnel, of the Company or the Company’s subsidiaries, in any such case in connection with or with the intent to induce the making, submission, or announcement of, or to knowingly encourage, facilitate, or assist an Acquisition Proposal or any inquiries or the making of any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal; or

 

•

participate or engage in discussions, communications, or negotiations with any third party with respect to an Acquisition Proposal or inquiry or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal (other than to refer the inquiring third party to the terms of Section 5.2 of the Merger Agreement).

Following the date of the Merger Agreement, the Company ceased, caused its subsidiaries and its and their respective directors and officers to, and used reasonable best efforts to cause its other representatives to, cease any and all solicitation, discussions, or negotiations with any persons (or provision of any nonpublic information to any persons) with respect to any inquiry or proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal.

Notwithstanding these restrictions, if at any time from the date of the Merger Agreement until the Company’s receipt of the Company Stockholder Approval, (x) the Company receives a bona fide written Acquisition Proposal from any third party that did not result, directly or indirectly, from a breach of Section 5.2 of the Merger Agreement, and (y) the Board (or a committee thereof) determines in good faith (after consultation with its independent financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal and (2) the failure to take the actions in clauses (i) and (ii) below would be inconsistent with its fiduciary duties under applicable law, then the Company and its subsidiaries and the Board (or a committee thereof) may, directly or indirectly, through one or more of their representatives, in response to such Acquisition Proposal, (i) enter into an Acceptable Confidentiality Agreement with such third party that has made or delivered such Acquisition Proposal (a copy of which the Company will provide to Parent promptly (but in no event later than forty-eight (48) hours) after execution thereof) and (ii) pursuant thereto, participate or engage in discussions, communications, or negotiations with, furnish any non-public information relating to the Company or the Company’s subsidiaries to, or afford access to the business, properties, assets, books, records, or other non-public information, or to any personnel, of the Company or the Company’s subsidiaries to such third party or its representatives and otherwise facilitate or encourage such Acquisition Proposal; provided that the Company will

 

84

provide to Parent and its representatives any non-public information that is provided to any third party or its representatives (if such information was not previously made available to Parent) prior to or substantially concurrently with (but in no event later than twenty-four (24) hours after) the time it is provided to such third party.

Restrictions on Changes in Recommendation and Alternative Acquisition Agreements

Except as expressly provided by Section 5.2 of the Merger Agreement, from the date of the Merger Agreement until the earlier of the Effective Time or the valid termination of the Merger Agreement, the Board may not:

 

•

(A) withhold or withdraw, or amend, qualify, or modify in a manner adverse to Parent or Merger Sub, the Company Board Recommendation; (B) fail to publicly recommend against acceptance by the holders of shares of Company Common Stock of a tender or exchange offer that constitutes an Acquisition Proposal within ten (10) business days of commencement thereof, or publicly recommend in favor of, or publicly state that it takes no position with respect to, or that it is unable to take a position with respect to, any such offer; (C) approve, endorse, recommend, or otherwise declare advisable (or propose to approve, endorse, recommend, or otherwise declare advisable) any proposal that constitutes or would reasonably be expected to lead to, an Acquisition Proposal; (D) fail to include the Company Board Recommendation in the Proxy Statement; (E) within ten (10) business days of Parent’s written request (or, if earlier, by the second (2nd) business day prior to the Special Meeting), fail to make or reaffirm the Company Board Recommendation following the date any Acquisition Proposal or any material modification thereto is first publicly disclosed or distributed to the Company Stockholders, provided, that the Company will have no obligation to take such actions on more than (x) one occasion in respect of any specific Acquisition Proposal or (y) one occasion in respect of any such material modification; or (F) publicly propose or agree to any of the foregoing (any action described above, a “Change of Recommendation”);

 

•

cause or permit the Company or any of the Company’s subsidiaries to enter into any letter of intent, agreement in principle, memorandum of understanding, merger agreement, acquisition agreement, or other contract relating to an Acquisition Proposal, other than an Acceptable Confidentiality Agreement entered into in accordance with Section 5.2(b) of the Merger Agreement (any of the foregoing, an “Alternative Acquisition Agreement”); or

 

•

publicly propose or agree to any of the foregoing.

Change of Recommendation in Response to an Intervening Event

Notwithstanding the foregoing restrictions, prior to obtaining the Company Stockholder Approval, the Board may effect a Change of Recommendation in response to an Intervening Event if the Board determines in good faith (after consultation with its independent financial advisor and outside legal counsel) that the failure to do so would be inconsistent with its fiduciary duties under applicable law. Before effecting any such Change of Recommendation, the Company must provide Parent with at least five (5) business days’ prior written notice specifying the basis for such Change of Recommendation and describing the Intervening Event in reasonable detail and must negotiate in good faith with Parent during such notice period to permit Parent to propose revisions to the terms of the Merger Agreement so that a Change of Recommendation would no longer be inconsistent with the directors’ exercise of their fiduciary duties under applicable law. The Board must take into account any such proposed revisions before making its final determination. If there is a material modification to the Intervening Event, a new notice period (as specified in the Merger Agreement) will apply.

Change of Recommendation or Termination in Response to a Superior Proposal

In addition, prior to obtaining the Company Stockholder Approval, if the Company receives a bona fide written Acquisition Proposal that did not result from a breach of Section 5.2 of the Merger Agreement and the

 

85

Board determines in good faith (after consultation with its independent financial advisor and outside legal counsel) that such proposal constitutes a Superior Proposal and that the failure to take action would be inconsistent with its fiduciary duties under applicable law, the Board may (i) effect a Change of Recommendation with respect to such Superior Proposal or (ii) authorize the Company to terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal, substantially concurrently with such termination. Before doing so, the Company must comply in all but de minimis respects with its non-solicitation obligations and provide Parent with at least five (5) business days’ prior written notice specifying, among other things, the identity of the third party and the material terms of the Superior Proposal. During this notice period, the Company must negotiate in good faith with Parent to allow Parent to propose revisions to the terms of the Merger Agreement so that the competing proposal would cease to constitute a Superior Proposal, and the Board must take into account any such proposed revisions. If the competing proposal is materially modified (including any change in price), a new notice period will apply.

Notice of Acquisition Proposals

The Company is required to notify Parent promptly (and in any event within twenty-four (24) hours) of the receipt by the Company, its subsidiaries, or their representatives of any Acquisition Proposal, any material modification to a pending Acquisition Proposal, or any inquiry or request for non-public information that would reasonably be expected to lead to an Acquisition Proposal. Such notice must include, among other things, the identity of the third party and the material terms of the proposal and copies of material written materials relating thereto. The Company must keep Parent reasonably informed of the status and material developments of any such proposal or discussions. The Company also may not enter into any confidentiality or other agreement that would prevent it from complying with these notice obligations.

Termination Fee

If the Company terminates the Merger Agreement prior to the adoption of the Merger Agreement by Company Stockholders for the purpose of entering into an Alternative Acquisition Agreement providing for a Superior Proposal, the Company must pay the Company Termination Fee of $82,336,000 substantially concurrently with such termination.

Breach

A breach of the “no-solicitation” provisions of the Merger Agreement by any director, officer or other representative of the Company will be deemed to be a breach of such provisions by the Company.

Continuing Employee Matters

Terms of Compensation and Benefits Continuation

Parent has agreed to maintain, or to cause the Surviving Corporation to maintain, for each employee of the Company and its subsidiaries who continues to be employed by Parent or any of its subsidiaries, including, without limitation, the Surviving Corporation, following the Effective Time (each, a “Company Employee”), without limiting any additional rights that a Company Employee has under a Company benefit plan, applicable law, or an agreement with Parent or one of its affiliates, the following compensation and benefits through December 31, 2027: (A)(1) an annual base salary or base wage rate, as applicable, (2) equity or equity-based incentive compensation opportunities (provided that, in lieu of equity or equity-based incentive compensation opportunities, Parent may instead provide equivalent cash-based incentive compensation opportunities), and (3) severance benefits upon a termination of employment, in each case, on no less favorable terms than those in effect immediately prior to the Effective Time, and (B) in the aggregate, employee benefits (including target cash bonus opportunities, defined contribution plans, and health and welfare plans, but excluding change in control or retention bonuses, severance, defined benefit pension plans, and post-employment benefits) on no less favorable terms than those in effect immediately prior to the Effective Time.

 

86

Parent has also agreed to use commercially reasonable efforts, subject to applicable law and applicable tax qualification requirements, to credit each Company Employee’s prior service to the Company, its subsidiaries, and their predecessor entities to the same extent recognized by such entities immediately prior to the Effective Time under the corresponding benefit plan of the Company for all purposes under each employee benefit plan, program, policy, and arrangement maintained as of or after the Effective Time by Parent, any of its subsidiaries, including the Surviving Corporation, in which a Company Employee is eligible to participate (each, a “Parent Plan”). Parent has agreed to use commercially reasonable efforts to (1) cause there to be waived all pre-existing condition and eligibility limitations in any Parent Plan which corresponds to the applicable Company benefit plan and (2) give effect, in determining any deductible and maximum out-of-pocket limitations for the Company Employee’s first plan year of eligibility under such Parent Plan, to claims incurred and amounts paid by, and amounts reimbursed to, the applicable Company Employee for such plan year under similar plans maintained by the Company and its subsidiaries immediately prior to the Effective Time to the same extent waived or given effect under the corresponding benefit plan of the Company.

Treatment of 2026 Bonuses and Incentives

Under the terms of the Merger Agreement, the Surviving Corporation will continue to honor, in accordance with the applicable terms, each of the Company’s benefit plans providing bonus and incentive opportunities for 2026, and will pay each Company Employee (including our named executive officers) who participates in a bonus or incentive program those bonuses and incentives otherwise earned in accordance with the terms and conditions of the applicable bonus or incentive program (including any condition of continued employment). If the Effective Time occurs following the end of the Company’s 2026 fiscal year but prior to the date on which the bonuses or incentives with respect to the Company’s 2026 fiscal year would have been paid in the ordinary course, the Company will pay such bonuses or incentives to eligible Company Employees immediately prior to the Effective Time, with the amounts determined in accordance with the terms of the applicable bonus or incentive program. The named executive officers participate in the Company’s annual bonus program, but the level of performance achievement under the Company’s 2026 annual bonus program has not yet been determined, and as a result, the amount of annual cash incentive bonuses, if any, that may become payable to any of the named executive officers pursuant to the Company’s 2026 annual bonus program have not yet been determined.

Conditions to the Closing of the Merger

The respective obligations of Parent, Merger Sub, and the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible pursuant to applicable law) of each of the following conditions:

 

•

the receipt of the Company Stockholder Approval;

 

•

the expiration or termination of the applicable waiting period (and extension thereof) applicable to the transactions contemplated by the Merger Agreement under the HSR Act; and

 

•

the consummation of the Merger not being restrained, enjoined, or otherwise prohibited by any law, order, or injunction of any governmental entity after the date of the Merger Agreement.

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of each of the following additional conditions, any of which may be waived in whole or in part by Parent or Merger Sub to the extent permitted by applicable law:

 

•

the accuracy of the representations and warranties of the Company in the Merger Agreement, subject to applicable materiality or other qualifiers, as of the Closing Date, or as of the date in respect of which such representation or warranty was specifically made;

 

•

the Company having performed and complied in all material respects with all obligations, covenants, and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the closing;

 

87

•

the absence of any Company Material Adverse Effect; and

 

•

the receipt by Parent of a certificate of the Company, dated the Closing Date and signed by an executive officer thereof, certifying that the foregoing conditions to the obligations of Parent and Merger Sub to consummate the Merger have been satisfied.

In addition, the obligations of the Company to consummate the Merger are subject to the satisfaction or waiver of each of the following additional conditions, any of which may be waived in whole or in part by the Company to the extent permitted by applicable law:

 

•

the accuracy of the representations and warranties of Parent and Merger Sub in the Merger Agreement, subject to applicable materiality or other qualifiers, as of the Closing Date, or as of the date in respect of which such representation or warranty was specifically made;

 

•

Parent and Merger Sub having performed and complied in all material respects with all obligations, covenants, and agreements required to be performed or complied with by it under the Merger Agreement at or prior to the closing; and

 

•

the receipt by the Company of a certificate of Parent, dated the Closing Date and signed by a duly authorized officer of each of Parent and Merger Sub, certifying that the foregoing conditions to the obligations of the Company to consummate the Merger have been satisfied.

Indemnification and Insurance

The Merger Agreement provides that, for the six (6) years from and after the Effective Time, Parent will, or will cause the Surviving Corporation and its subsidiaries to, indemnify and hold harmless all past and present directors and officers of the Company and its subsidiaries (collectively, the “Indemnified Parties”) against any reasonable and documented costs or expenses (including advancing attorneys’ fees and expenses prior to the final disposition of any actual or threatened claim, suit, proceeding, or investigation to each Indemnified Party to the fullest extent permitted by applicable law and the Company’s organizational documents or the organizational documents of the applicable subsidiary of the Company (as applicable) or any indemnification agreements with such persons in existence on the date of the Merger Agreement set forth in the Company Disclosure Letter; provided that such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit, or proceeding in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement and any disposition of assets of the Surviving Corporation or any of its subsidiaries requested by Parent that is alleged to have rendered the Surviving Corporation or any of its subsidiaries insolvent), whether asserted or claimed prior to, at or after the Effective Time, in connection with such persons serving as an officer, director, employee or other agent or fiduciary of the Company or any subsidiary of the Company or of any other person if such service was at the request or for the benefit of the Company or any subsidiary of the Company, to the fullest extent permitted by applicable law and to the extent provided for in the Company’s organizational documents or the organizational documents of the applicable subsidiary of the Company (as applicable) or any indemnification agreements with such persons in existence on the date of the Merger Agreement.

In addition, without limiting the foregoing, the Merger Agreement requires, for six (6) years after the Effective Time, that Parent will, or will cause the Surviving Corporation and its subsidiaries to (i) maintain in effect the provisions in the certificates of incorporation, bylaws, and other similar organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation, and the advancement of expenses that are at least as favorable as the indemnification, exculpation, and advancement of expenses provisions set forth in the Company’s organizational documents and the other similar

 

88

organizational documents of its subsidiaries, as applicable, as of the date of the Merger Agreement and (ii) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreement of the Company or its subsidiaries with any Indemnified Party as in existence on the date of the Merger Agreement, in each case, with respect to this clause (ii) regarding elimination of liability, indemnification of officers, directors, and employees, and advancement of expenses that are in existence on the date of the Merger Agreement and set forth in the Company Disclosure Letter, except to the extent that such agreement provides for earlier termination, and no such provision will be amended, modified, or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of the Merger Agreement and the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement).

The Merger Agreement also provides that, at or prior to the Effective Time, the Company will purchase, and for a period of six (6) years after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) maintain in effect, a six (6)-year prepaid “tail” policy on terms and conditions providing coverage, retentions, limits, and other material terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising at or prior to the Effective Time; provided, however, that the Company will not commit or spend on such “tail” policy, in the aggregate, more than three hundred percent (300%) of the last aggregate annual premium paid by the Company prior to the date of the Merger Agreement for the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”), and if the cost of such “tail” policy would otherwise exceed the Base Amount, the Company will be permitted to purchase, and the Surviving Corporation will (and Parent will cause the Surviving Corporation to) be obligated to, maintain a “tail” policy with the greatest coverage available for a cost not exceeding the Base Amount from an insurance carrier with the same or better credit rating as the Company’s directors’ and officers’ liability insurance and fiduciary liability insurance carrier as of the date of the Merger Agreement. The Company will in good faith cooperate with Parent prior to the closing with respect to the procurement of such “tail” policy, including with respect to the selection of the broker, available policy price, and coverage options.

For more information, please refer to the section titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page [●] of this Proxy Statement.

Other Covenants

As used in this Proxy Statement:

“Company Debt Agreements” means (i) that certain Second Amended and Restated Credit Agreement, dated March 29, 2019 (the “Company Credit Agreement”), by and among Tri Pointe Group, Inc., a Delaware corporation, as borrower, the lenders party thereto and U.S. Bank National Association, as administrative agent, and (ii) the other “Loan Documents” (as defined in the Company Credit Agreement), in the case of each of clauses (i) and (ii) above, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Stockholder Litigation

The Company will provide Parent prompt notice (and in any event within forty-eight (48) hours) of any litigation brought by any Company Stockholders or purported stockholder of the Company against the Company, any of the Company’s subsidiaries or any of their respective directors or officers relating to the Merger or any of the other transactions contemplated under the Merger Agreement, and will keep Parent reasonably and promptly informed with respect to the status thereof. The Company will give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any such litigation and reasonably cooperate with Parent in conducting the defense or settlement of such litigation, and no such settlement will be agreed without Parent’s prior written consent, which consent will not be unreasonably withheld or delayed.

 

89

Regulatory Efforts

Subject to the terms of the Merger Agreement, each party will use (and will cause each of their respective subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, or causing to be done, all things necessary, proper, or advisable under applicable law to consummate the transactions contemplated by the Merger Agreement, including the Merger, as soon as practicable after the date of the Merger Agreement, including (i) preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date of the Merger Agreement, all documentation to effect all necessary applications, notices, petitions, filings, and other documents and to obtain (subject to certain limitations in the Merger Agreement) as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations, including the Governmental Consents (as defined in the Merger Agreement) and as required under the HSR Act, necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the transactions contemplated by the Merger Agreement, including the Merger, and (ii) taking all steps as may be necessary, subject to the limitations in the Merger Agreement, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders, and approvals.

Without limiting the generality of the undertakings above and notwithstanding anything in the Merger Agreement to the contrary, Parent and Merger Sub will use (and will cause each of their respective subsidiaries to use) their reasonable best efforts to take, or cause to be taken, any and all steps necessary or prudent, to avoid or eliminate each and every impediment under any applicable law that may be asserted by any governmental entity or any other person so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as promptly as practicable, and in any event prior to the Outside Date, including by becoming subject to, consenting to, committing to, and/or negotiating, proposing, offering, settling, undertaking or agreeing to, or otherwise taking any action with respect to, permitting or suffering to exist, any requirement, condition, limitation, understanding, agreement, or order to (A) sell, license, lease, assign, transfer, divest, encumber, hold separate, or otherwise dispose of any share capital or other equity voting interests, assets, licenses, operations, rights, product lines, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any subsidiary of any of the foregoing, (B) conduct, restrict, operate, invest, or otherwise change the assets, licenses, operations, rights, product lines, business, or portion of business of the Company, the Surviving Corporation, Parent, Merger Sub, or any subsidiary of any of the foregoing in any manner, (C) impose any restriction, requirement, or limitation on the freedom of actions with respect to ownership, retention, conduct, operation of, or ability to retain, or make changes in, or otherwise limit in any way any assets, licenses, operations, rights, product lines, business or portion of business, in each case, of the Company, the Surviving Corporation, Parent, Merger Sub or any subsidiary of any of the foregoing, (D) terminate, amend, or assign existing relationships and their contractual rights and obligations of the Company, the Surviving Corporation, Parent, Merger Sub, or any subsidiary of any of the foregoing, (E) grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship, with any third party, or (F) to (i) avoid the entry of, and the commencement of litigation seeking the entry of, any injunction, temporary restraining order, or other order or judgment in any suit or proceeding by a governmental entity or any other person under applicable laws, that would otherwise have the effect of materially delaying or preventing the consummation of the Merger or (ii) effect the dissolution of any such injunction restraining order or other order or judgment (any matter set forth in clauses (A) to (F), a “Remedy”); provided that any of the actions referred to above with respect to a Remedy will be effective only on the occurrence of the consummation of the Merger, and provided, further, that nothing will require either Parent or Merger Sub (or any of their respective affiliates) to agree or consent to (and none of the Company or any of the Company subsidiaries may (without the prior written consent of Parent in Parent’s sole discretion) agree or consent to) any Remedy that would or would reasonably be expected to, individually or in the aggregate, result in a material adverse effect on (x) the Company and its subsidiaries taken as a whole or (y) Parent, the Company, Merger Sub, and their respective subsidiaries, taken as a whole. Parent and Merger Sub will (and will cause their respective subsidiaries to) oppose fully and vigorously, including by defending through litigation on the merits,

 

90

any claim asserted in court by any governmental entity or any other person under any law in order to avoid entry of, or to have vacated, lifted, reversed, overturned or terminated, any order or judgment (whether temporary, preliminary, or permanent) that would prevent the closing of the Merger prior to the date, if any, the Merger Agreement is terminated.

Parent and the Company will (i) cooperate and consult with each other in connection with any filing, submission, investigation, or other inquiry, including any proceeding initiated by a private party, including by allowing the other party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions and reasonably considering in good faith comments of the other party, (ii) promptly inform the other party of any substantive communication received by such party (or any of its subsidiaries) from, or given by such party to, the Antitrust Division of the DOJ, the FTC, or any other governmental entity and (iii) permit the other party to review in advance any substantive communication that it gives to, and consult with each other in advance of any meeting, substantive telephone call or conference with, the DOJ, the FTC or any other governmental entity, or, in connection with any proceeding by a private party, with any other person, and to the extent permitted by the DOJ, the FTC, or other applicable governmental entity or other person, give the other party reasonable notice of and the opportunity to attend and participate in any in person meetings, substantive telephone calls or conferences with the DOJ, the FTC, or other governmental entity or other person; provided, however, that materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted or restricted to outside legal counsel only and not to be shared with the other party or any of its other representatives subject to certain conditions.

Subject to the obligations Parent set forth in Section 6.2 of the Merger Agreement, Parent will (i) control the strategy for obtaining any waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by the Merger Agreement; and (ii) control the overall development of the positions to be taken and the regulatory actions to be requested in any filing with a governmental entity in connection with the transactions contemplated by the Merger Agreement and in connection with any investigation or other inquiry or litigation by or before, or any negotiations with, a governmental entity relating to the transactions contemplated by the Merger Agreement; provided, that Parent will reasonably consult in advance with, and reasonably consider in good faith the views of, the Company (including in connection with the overall strategy and timing, strategies and decisions that are reasonably likely to result in the extension of any waiting period under the HSR Act (including by withdrawing its filing under the HSR Act) or any other applicable laws or entering into any agreement with any governmental entity or person to delay, or otherwise not to consummate as soon as practicable, the transactions contemplated by the Merger Agreement). Notwithstanding anything to the contrary set forth in the Merger Agreement, Parent and Merger Sub will be permitted, without the Company’s consent (it being understood that Parent and Merger Sub may exercise this right only one time and only within thirty (30) days following the initial filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated by the Merger Agreement) to withdraw their filing under the HSR Act in connection with the transactions contemplated by the Merger Agreement and promptly refile the Notification and Report Form within two (2) business days with respect to the transactions contemplated by the Merger Agreement.

Except as set forth in the disclosure letter delivered by Parent, Parent will not, and will cause its subsidiaries not to, acquire or agree to acquire by merging or consolidating with, or by purchasing or agreeing to purchase a substantial portion of the assets of or equity in, or otherwise making any investment in, any person, or agree to any commercial or strategic relationship with any person, in each case, if the entering into of a definitive agreement relating to the consummation of such acquisition, merger, consolidation, purchase, investment, or commercial or strategic relationship would or would reasonably be expected to materially delay, impede, or prevent the parties from obtaining all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the transactions contemplated by the Merger Agreement under the HSR Act.

 

91

Treatment of Company Indebtedness

From the date of the Merger Agreement until the earlier of the Closing Date or the termination of the Merger Agreement, at Parent’s written request and at Parent’s sole cost and expense, the Company is required to, and to cause its subsidiaries and representatives to, reasonably cooperate with Parent in connection with amending the Company Debt Agreements to allow the Surviving Corporation to maintain the Company Debt Agreements following the Effective Time (the “Debt Transaction”). Such cooperation includes, among other things, (i) executing and delivering required documentation, (ii) obtaining necessary consents, (iii) obtaining amendments or waivers relating to change-of-control or similar provisions, and (iv) obtaining any amendments or waivers necessary to accommodate Parent’s ownership, organizational, and tax structure, in each case, on such terms and conditions as may be reasonably specified by Parent in writing and conditioned upon and effective as of (or, if agreed, prior to) the closing. The Company has authorized Parent and its representatives to contact the Company’s lenders and other counterparties in connection with the Debt Transaction, subject to prior notice to the Company and the Company’s right to participate in substantive discussions. The receipt of any such consents, waivers, or amendments is not a condition to the closing.

If the Debt Transaction has not been consummated and is not reasonably expected to be consummated prior to the closing, then, at Parent’s written request (made at least ten (10) business days prior to closing), the Company must take all actions necessary to terminate commitments under the Company Debt Agreements and repay in full all obligations outstanding thereunder (subject to certain exceptions), and to obtain the release of related liens and guarantees. At Parent’s request, the Company must deliver to Parent at or prior to closing customary payoff letters and release documentation (including using commercially reasonable efforts to provide draft payoff letters and related release documentation at least three (3) business days prior to closing), providing for the payoff amount and the release of all related liens and guarantees upon payment of the specified amounts. The Company is not required to take any such action unless it is conditioned upon the occurrence of the closing.

At Parent’s written request, the Company is required to, and to cause its subsidiaries and representatives to, cooperate with Parent in connection with soliciting any consents deemed appropriate by Parent from holders of the Company Notes to amend the applicable indentures governing such Company Notes (the “Consent Solicitation”) and executing and delivering supplemental indentures or other required documents as may be required under the Company Notes as a direct result of the Merger or any Consent Solicitation with respect to the Company Notes (collectively, the “Notes Transactions”). Parent is solely responsible for preparing the related documentation and for all associated costs and expenses, and the Company has authorized Parent and its representatives to contact the trustee, The Depository Trust Company, noteholders, and other relevant parties in connection with the Notes Transactions, subject to prior notice to the Company and the Company’s right to participate in substantive discussions. Prior to the Effective Time, the Company may not amend any indenture governing the Company Notes without Parent’s prior written consent (not to be unreasonably withheld, conditioned, or delayed). The receipt of any noteholder consents in connection with the Notes Transactions is not a condition to the closing.

Financing Cooperation

The Merger Agreement provides that prior to the Effective Time, the Company will, and will cause its subsidiaries to, and will use its reasonable best efforts to cause its and their representatives to, provide all customary cooperation and all customary financial information, in each case that is reasonably requested by Parent in connection with the Debt Financing (as defined in the Merger Agreement); provided, however, that (A) no such cooperation will be required in certain specified circumstances and (B) the Company and its subsidiaries will not be required to (i) enter into or approve any agreement or other documentation, or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the Effective Time or (ii) provide any indemnity prior to the Effective Time.

 

92

Obtaining the Debt Financing is not a condition to the closing. If the Debt Financing has not been obtained, Parent and Merger Sub will each continue to be obligated, subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement, to consummate the Merger.

Parent Financing Obligations

Parent has agreed to use its reasonable best efforts to obtain the proceeds of the debt financing contemplated by the binding debt commitment letter (the letter, the “Debt Commitment Letter” and the financing, the “Debt Financing”) on the terms and conditions set forth therein including using (and causing its controlled affiliates to use) their respective reasonable best efforts to, among other things:

 

•

maintain in full force and effect the Debt Commitment Letter;

 

•

satisfy, at or prior to the closing, all conditions to the Debt Financing within its control; and

 

•

consummate the Debt Financing at the closing once the applicable conditions have been satisfied or waived.

Parent has agreed that it will not (A) amend the debt commitment letter in a manner that would (i) reduce the amount of committed financing (together with other available funds) below the Financing Amounts (as defined in the Merger Agreement), (ii) modify the conditions to the funding in a manner that would reasonably be expected to impair, prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement or (iii) adversely affect Parent’s ability to enforce its rights with respect to the Debt Financing or (B) terminate the Debt Commitment Letter to the extent doing so would reasonably be expected to prevent or materially delay or impair the consummation of the transactions contemplated by the Merger Agreement; provided, that Parent may amend the Debt Commitment Letter to correct technical or clerical errors or to add or reassign lenders, agents, co-agents, arrangers, or other roles under the Debt Commitment Letter so long as such changes would not reduce the committed amount or prevent or materially delay or impair the consummation of the transactions contemplated by the Merger Agreement.

In the period between the date of this Agreement and the Effective Time, Parent will provide the Company with reasonably prompt updates regarding the status of the financing and will inform the Company if it becomes aware of any event that would reasonably be expected to impair or materially delay its ability to obtain the funds sufficient to fund the Financing Amounts or to effect the closing and other transactions.

If any portion of the Debt Financing becomes unavailable on the terms contemplated by the Debt Commitment Letter, Parent is required to notify the Company promptly and use its reasonable best efforts to obtain alternative debt financing sufficient to consummate the transactions contemplated by the Merger Agreement, on terms that, taken as a whole, are no less favorable to Parent (as determined by Parent in good faith) and that do not introduce unpermitted additional conditions. Parent must provide the Company with a new Debt Commitment Letter reflecting such alternative financing.

References to “Debt Financing” and “Debt Commitment Letter” include any permitted alternative financing and related commitment letters then in effect.

Termination of the Merger Agreement

The Merger Agreement contains certain termination rights for the Company and Parent, as described below:

 

•

by mutual agreement in writing;

 

•

by either the Company or Parent at any time prior to the Effective Time:

 

•

if the Company Stockholder Approval is not obtained upon a vote taken at the Special Meeting or any adjournment or postponement thereof at which a vote on the adoption of the Merger Agreement is taken;

 

93

•

if any court of competent jurisdiction or other governmental entity of competent jurisdiction has enacted, issued, promulgated, enforced, or entered any final and non-appealable order, injunction, decree, judgment, directive, or ruling after the date of the Merger Agreement that is in effect, which permanently restrains, permanently enjoins, or otherwise permanently prohibits or makes illegal the consummation of the Merger (except that this right to terminate the Merger Agreement will not be available to any party whose failure to perform any of its obligations under the Merger Agreement is the primary cause of, or resulted in, the enactment or issuance of any such order, injunction, decree, judgment, directive, or ruling); or

 

•

if the Merger has not been consummated by 11:59 p.m., Eastern Time, on August 13, 2026, subject to extension, absent written notice to the contrary by either Parent or the Company, for an additional three (3) months if necessary to obtain HSR Act approval or to resolve an injunction relating to other specified governmental consents (the “Outside Date”); provided, however, that this right to terminate the Merger Agreement will not be available to any party who has materially breached its representations, warranties, or covenants contained in the Merger Agreement, and such breach has been the primary cause of or primarily resulted in the failure of the closing of the Merger to have occurred prior to the Outside Date;

 

•

by the Company:

 

•

at any time prior to the Effective Time, whether prior to or after the receipt of the Company Stockholder Approval, if Parent or Merger Sub has breached any of their respective representations, warranties, or covenants as set forth in the Merger Agreement, if (i) such breach or failure to perform would result in the failure of certain conditions to the obligations of the Company to effect the Merger, (ii) the Company has delivered to Parent notice of such breach or failure to perform and intention to terminate the Merger Agreement if such breach is not cured, (iii) such breach or failure to perform is not capable of being cured, or is not cured before the earlier of the business day immediately prior to the Outside Date or the date that is forty-five (45) days following the Company’s delivery of written notice of such breach, and (iv) the Company is not then in material breach of any provision of the Merger Agreement that would give rise to the failure of certain conditions relating to the obligations of Parent to effect the Merger; or

 

•

prior to receipt of the Company Stockholder Approval, in order to enter into an Alternative Acquisition Agreement providing for a Superior Proposal if (i) the Company has complied in all but de minimis respects with the terms of the Merger Agreement with respect to such Superior Proposal, including that the Board has determined that an Acquisition Proposal constitutes a Superior Proposal, (ii) substantially concurrently with such termination, the Company enters into the Alternative Acquisition Agreement, and (iii) prior to or substantially concurrently with such termination, the Company pays the Company Termination Fee due to Parent pursuant to the Merger Agreement; and

 

•

by Parent:

 

•

at any time prior to the Effective Time, whether prior to or after the receipt of the Company Stockholder Approval, if the Company has breached any of its representations, warranties, or covenants set forth in the Merger Agreement, if (i) such breach or failure to perform would result in the failure of certain conditions to the obligations of Parent and Merger Sub to effect the Merger, (ii) Parent has delivered to the Company notice of such breach or failure to perform and intention to terminate the Merger Agreement if such breach is not cured, (iii) such breach or failure to perform is not capable of being cured, or is not cured before the earlier of the business day immediately prior to the Outside Date or the date that is forty-five (45) days following Parent’s delivery of written notice of such breach, and (iv) Parent is not then in material breach of any provision of the Merger Agreement that would give rise to the failure of certain conditions to the obligations of the Company to effect the Merger; or

 

94

•

if, prior to the receipt of the Company Stockholder Approval, the Board has effected a Change of Recommendation.

Company Termination Fee

If the Merger Agreement is validly terminated in specified circumstances, the Company would be required to pay the Company Termination Fee. Such Company Termination Fee would be required if:

 

•

the Merger Agreement is validly terminated by:

 

•

either Parent or the Company because the Company fails to obtain the Company Stockholder Approval;

 

•

either Parent or the Company because the closing has not occurred by the Outside Date, provided that the HSR waiting period has expired and there is no legal prohibition prohibiting the Merger; or

 

•

Parent, if the Company has breached any of its representations, warranties, or covenants set forth in the Merger Agreement, which breach or failure to perform would result in the failure of certain conditions to the obligations of Parent or Merger Sub to effect the Merger and is not capable of being cured or has not been cured within the requisite period, provided the closing conditions relating to Parent or Merger Sub’s representations, warranties, and covenants would be satisfied if the date of such termination was the Closing Date;

 

•

between the date of the Merger Agreement and prior to its termination, an Acquisition Proposal has been publicly announced and not publicly withdrawn or otherwise publicly abandoned by a certain time; and

 

•

within one year following the termination of the Merger Agreement, either an Acquisition Proposal is consummated or the Company enters into a definitive agreement with respect to an Acquisition Proposal (in either case, whether or not the same Acquisition Proposal referred to in the above bullet).

The Company will, on the earlier of the date of the consummation of such Acquisition Proposal or the entry into such definitive agreement, pay or cause to be paid to Parent the Company Termination Fee (provided that, for purposes of determining whether a Company Termination Fee is payable in this instance, all references to “fifteen percent (15%)” and “eighty-five percent (85%)” in the definition of “Acquisition Proposal” are deemed to be references to “fifty percent (50%)”).

If the Merger Agreement is validly terminated by Parent, at any time prior to the receipt of the Company Stockholder Approval, because the Board has effected a Change of Recommendation, the Company must promptly (and in any event within two business days) following such termination pay or cause to be paid to Parent the Company Termination Fee.

If the Merger Agreement is validly terminated by the Company, at any time prior to receipt of the Company Stockholder Approval, in order to enter into an Alternative Acquisition Agreement providing for a Superior Proposal in accordance with the terms of the Merger Agreement, then the Company will pay or cause to be paid to Parent, prior to or substantially concurrently with such termination, the Company Termination Fee.

If the Company fails to promptly pay the Company Termination Fee when due, then the Company will pay to Parent its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred in the collection of such overdue amounts, together with interest on such overdue amount from and including the date payment of such amounts was due to but excluding the date of actual payment at the prime rate as published in The Wall Street Journal in effect on the date that such payment was required to be made or a lesser rate that is the maximum permitted by applicable law.

 

95

If the Company Termination Fee becomes due and is paid, Parent’s receipt of such fee (together with any related expense reimbursement and interest, if applicable) will be the sole and exclusive remedy of Parent and Merger Sub and their respective affiliates against the Company and its related parties arising out of the Merger Agreement, the termination thereof, or the failure to consummate the Merger, except in the case of fraud or a willful and material breach occurring prior to termination.

Specific Performance

Each party to the Merger Agreement is entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches of the Merger Agreement by any other party, to a decree or order of specific performance specifically enforcing the terms and provisions of the Merger Agreement and to any further equitable relief.

Fees and Expenses

Except in specified circumstances, whether or not the Merger is completed, costs and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such costs and expenses.

Amendment

The Merger Agreement may be amended, and any provisions of the Merger Agreement may be waived by agreement of the parties at any time prior to the Effective Time. However, after receipt of the Company Stockholder Approval, no amendment may be made that would require further approval of the Company Stockholders under applicable law or stock exchange rules without obtaining such approval.

Governing Law

The Merger Agreement is governed by Delaware law.

THE BOARD RECOMMENDS, ON BEHALF OF THE COMPANY, THAT YOU VOTE “FOR” APPROVAL OF THIS PROPOSAL.

 

96

PROPOSAL 2: THE COMPENSATION PROPOSAL

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, the Company is required to submit a proposal to the Company Stockholders to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. This compensation is summarized in the section titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.” The Board encourages you to review carefully the named executive officer Merger-related compensation information disclosed in this Proxy Statement.

Accordingly, the Company is asking you to approve, on a non-binding advisory basis, the compensation that will or may become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

The vote on this Compensation Proposal is a vote separate and apart from the vote on the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve this Compensation Proposal and vice versa. Because the vote on the Compensation Proposal is advisory only, it will not be binding on the Company. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Compensation Proposal.

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

THE BOARD RECOMMENDS, ON BEHALF OF THE COMPANY, THAT YOU VOTE “FOR” APPROVAL OF THIS PROPOSAL.

 

97

PROPOSAL 3: THE ADJOURNMENT PROPOSAL

We are asking you to approve the Adjournment Proposal, a proposal to adjourn the Special Meeting to a later date or time if the Board determines that it is necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting. If the Board determines that it is necessary or appropriate, we will ask the Company Stockholders to vote only on this Adjournment Proposal and not to vote on the Merger Agreement Proposal or to approve, on a non-binding, advisory basis, the Compensation Proposal.

If the Company Stockholders approve the Adjournment Proposal, we could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from Company Stockholders that have previously returned properly executed proxies voting against adoption of the Merger Agreement. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against adoption of the Merger Agreement such that the Merger Agreement Proposal would be defeated, we could adjourn the Special Meeting without a vote on the adoption of the Merger Agreement and seek to convince the holders of those shares of Company Common Stock to change their votes to votes in favor of adoption of the Merger Agreement. Additionally, we will adjourn the Special Meeting if a quorum is not present. Whether or not a quorum is present, the Special Meeting may be adjourned at the discretion of the chairman of the Special Meeting.

Whether or not a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of the Company Stockholders having a majority of the votes which could be cast by the holders of all shares of Company Common Stock entitled to vote on such question which are present in person or by proxy at the Special Meeting.

Whether or not a quorum is present, the chairman of the Special Meeting may adjourn the Special Meeting to another place (if any), date, and time.

THE BOARD RECOMMENDS, ON BEHALF OF THE COMPANY, THAT YOU VOTE “FOR” APPROVAL OF THIS PROPOSAL.

 

98

MARKET PRICES AND DIVIDEND DATA

The Company Common Stock is listed on the NYSE under the symbol “TPH.” As of the Record Date, there were [●] shares of Company Common Stock outstanding held by approximately [●] Company Stockholders of record. The actual number of Company Stockholders is greater than this number of record holders and includes Company Stockholders who are beneficial owners, but whose shares of Company Common Stock are held in street name by brokers and other nominees. The Board is responsible for determining our dividend policy. The timing and level of any dividends will necessarily depend on the Board’s assessments of earnings, financial condition, capital requirements, and other factors, including restrictions, if any, imposed by our lenders and the terms and conditions of the Merger Agreement.

On [●], 2026, the latest practicable trading day before the date of this Proxy Statement, the closing price of Company Common Stock on the NYSE was $[●] per share. You are encouraged to obtain current market quotations for our Company Common Stock.

Following the Merger, there will be no further market for Company Common Stock, and it will be delisted from the NYSE and deregistered under the Exchange Act. Except to the extent required pursuant to the indentures governing any Company Notes that remain outstanding following the Closing Date, the Company will no longer file periodic or other reports with the SEC. As a result, following the Merger, we can provide no assurance that we will continue to file periodic reports with the SEC. In the event that the Merger is not consummated, our payment of any future dividends would be at the discretion of the Board and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors the Board may deem relevant. The Company has not declared or paid any dividends on Company Common Stock and does not currently anticipate paying dividends in the foreseeable future.

 

99

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the total number of shares of Company Common Stock beneficially owned and the percentage of the shares so owned as of February 24, 2026 by:

 

•

each person, or group of affiliated persons, known by us to beneficially own more than five percent (5%) of Company Common Stock based solely on public filings made by such owners with the SEC;

 

•

each director;

 

•

each named executive officer; and

 

•

all directors and executive officers as a group.

The percentage ownership information is based on 85,135,362 shares of Company Common Stock outstanding as of February 24, 2026.

To our knowledge, except as otherwise set forth in the footnotes to the table, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person. The number of securities shown represents the total number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power over that security. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within sixty (60) days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as noted below, the address for all beneficial owners in the table below is 940 Southwood Blvd, Suite 200, Incline Village, NV 89451.

 

Name of Beneficial Owner		Shares Beneficially Owned(1)				Percentage(2)
Directors and Executive Officers:
Douglas F. Bauer(3)			906,632				1.1	%
Lawrence B. Burrows			93,622				*
Steven J. Gilbert			30,330				*
R. Kent Grahl			27,367				*
Vicki D. McWilliams			56,371				*
Constance B. Moore			76,374				*
Glenn J. Keeler			147,419				*
David C. Lee			100,264				*
Thomas J. Mitchell(4)			1,293,877				1.5	%
All directors and current executive officers as a group (9 persons)			2,732,256				3.2	%
5% or more Stockholders:
BlackRock, Inc.(5)(6)			14,863,997				17.5	%
The Vanguard Group(5)(7)			10,587,873				12.4	%
FMR LLC(5)(8)			7,129,773				8.4	%
Dimensional Fund Advisors LP(5)(9)			6,524,405				7.7	%
State Street Corporation(5)(10)			4,556,255				5.4	%

*	Represents less than 1% of the number of shares of our Company Common Stock outstanding.

(1)

For each of Messrs. Burrows, Gilbert and Grahl and Mses. Moore and McWilliams, the beneficial ownership includes 5,564 Company RSUs that vest on or within 60 days of February 24, 2026. For all directors and current executive officers as a group, these Company RSUs represent an aggregate of 27,820 shares.

 

100

(2)

The percentages are calculated based on 85,135,362 shares of our Company Common Stock outstanding and entitled to vote as of February 24, 2026. For each person, separately, his or her percentage is calculated by including his or her Company RSUs set forth in footnote (1) above in both the numerator and denominator, and for the directors and current executive officers as a group, the percentage is calculated by including the Company RSUs set forth in footnote (1) above in both the numerator and denominator.

(3)	Amount includes 350,611 shares held in trust for the benefit of Mr. Bauer and his immediate family. Mr. Bauer has sole voting and dispositive power with respect to 556,021 shares and shared voting and dispositive power with respect to 350,611 shares.

(4)	Amount includes 610,000 shares held in trust for the benefit of Mr. Mitchell and his immediate family. Mr. Mitchell has sole voting and dispositive power with respect to 683,877 shares and shared voting and dispositive power with respect to 610,000 shares.

(5)	The beneficial ownership figures for the 5% or more stockholders were taken from their respective Schedule 13G or Schedule 13G/A filings with the SEC.

(6)	According to the Schedule 13G/A filed on April 28, 2025, BlackRock, Inc. has sole voting power with respect to 14,707,812 shares and sole dispositive power with respect to 14,863,997 shares. Its address is 50 Hudson Yards, New York, NY 10001.

(7)

According to the Schedule 13G/A filed on July 29, 2025, The Vanguard Group has sole dispositive power with respect to 10,381,203 shares, shared voting power with respect to 94,902 shares, and shared dispositive power with respect to 206,670 shares. Its address is 100 Vanguard Blvd., Malvern, PA 19355.

(8)	According to the Schedule 13G/A filed on February 5, 2026, FMR LLC has sole voting power with respect to 7,118,996 shares and sole dispositive power with respect to approximately 7,129,773 shares. Its address is 245 Summer Street, Boston, Massachusetts 02210.

(9)	According to the Schedule 13G/A filed on April 15, 2025, Dimensional Fund Advisors LP has sole voting power with respect to 6,374,476 shares and sole dispositive power with respect to 6,524,405 shares. Its address is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(10)	According to the Schedule 13G filed on August 11, 2025, State Street Corporation has shared voting power with respect to 4,141,126 shares and shared dispositive power with respect to 4,556,255 shares. Its address is One Congress Street, Suite 1, Boston, MA 02114.

 

101

FUTURE STOCKHOLDER PROPOSALS

If the Merger is completed, we will have no public stockholders, and there will be no public participation in any future meetings of Company Stockholders. However, if the Merger is not consummated, Company Stockholders will continue to be entitled to attend and participate in Company Stockholders’ meetings.

As described in our annual proxy statement for the [●] annual meeting of stockholders filed on [●], stockholders who wish to submit a proposal to be considered for inclusion in our proxy statement and form of proxy for the [●] annual meeting of stockholders may do so by following the procedures set forth in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, proposals must have been submitted in writing and received by us on or before [●] at Tri Pointe Homes, Inc., 3161 Michelson Drive, Suite 1500, Irvine, California 92612, Attention: Corporate Secretary, (949) 438-1400.

For stockholder proposals submitted outside the Rule 14a-8 process, the Company’s bylaws provide that only business properly brought before a meeting will be conducted. For business to be properly brought before a meeting by a stockholder, the stockholder must give timely advance notice thereof in writing to the Secretary of the Company. To be timely, the notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the date on which we first mailed our proxy materials or notice of availability of proxy materials (whichever is earlier) for the [●] annual meeting; provided, however, that if the [●] annual meeting is held or the [●] annual meeting date is called for a date that is not within thirty (30) days from the first anniversary date of the [●] annual meeting, then written notice by a stockholder in order to be timely must be received no earlier than the one hundred twentieth (120th) day before the date of such annual meeting and not later than the later of the ninetieth (90th) day before the date of such annual meeting, as originally convened, or the close of business on the tenth (10th) day following the day on which the first public disclosure of the date of such annual meeting was made. For the avoidance of doubt, if the notice of proposed matter or nominated individual is not received during this timeframe, such proposal will be deemed untimely and will not be accepted.

In order for stockholders to give timely notice of nominations for inclusion on a universal proxy card in connection with the [●] annual meeting, notice must be submitted by the same deadline disclosed above under the advance notice provisions of our bylaws and must include the information in the notice that is required by our bylaws and by Rule 14a-19(b) under the Exchange Act.

OTHER MATTERS

The Board knows of no other business that will be presented for consideration at the Special Meeting. If other matters are properly brought before the Special Meeting, however, it is the intention of the persons named in the proxy to vote the shares of Company Common Stock represented thereby on such matters in accordance with their best judgment.

 

102

HOUSEHOLDING INFORMATION

The Company delivers only one proxy statement to multiple stockholders sharing the same address unless it has received different instructions from one or more of them. This method of delivery is known as “householding”. Householding reduces the number of mailings you receive, saves on printing and postage costs and helps the environment. The Company will, upon written or oral request, promptly deliver a separate copy of the Proxy Statement to a Company Stockholder at a shared address. If you would like to change your householding election, request that a single copy of this or future proxy materials be sent to your address or request a separate copy of this or future proxy materials, you should submit this request in writing to Tri Pointe Homes, Inc., 3161 Michelson Drive, Suite 1500, Irvine, California 92612, Attention: Corporate Secretary, (949) 438-1400.

 

103

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public at the SEC website at www.sec.gov. Company Stockholders can also obtain free copies of our SEC filings through the “SEC Reports” section of our Investors website at https://investors.tripointehomes.com/investors/financial-info/sec-reports/. Our website address is provided as an inactive textual reference only. The information provided on our website is not part of this Proxy Statement, and therefore is not incorporated herein by reference.

The SEC allows us to “incorporate by reference” information into this Proxy Statement, which means that we can disclose important information to you by referring you to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this Proxy Statement, except for any information superseded by information in this Proxy Statement or incorporated by reference subsequent to the date of this Proxy Statement. This Proxy Statement incorporates by reference the documents set forth below that we have previously filed with the SEC and any documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) after the date of this Proxy Statement and before the date of the Special Meeting.

 

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026;

 

•

The portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March [●], 2026 (other than information furnished rather than filed) that are incorporated by reference into our Annual Report on Form 10-K; and

 

•

Current Reports on Form 8-K, filed with the SEC on February  13, 2026.

We also incorporate by reference into this Proxy Statement additional documents that we may file with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not deemed to be filed) between the date of this Proxy Statement and the earlier of the date of the Special Meeting or the termination of the Merger Agreement. These documents include periodic reports, such as Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as Current Reports on Form 8-K, and proxy soliciting materials. The information provided on our website is not part of this Proxy Statement, and therefore is not incorporated by reference herein.

Notwithstanding the foregoing, we will not incorporate by reference in this Proxy Statement any documents or portions thereof that are not deemed “filed” with the SEC, including information furnished under Item 2.02 or Item 7.01 or otherwise of any Current Report on Form 8-K, including related exhibits, after the date of this Proxy Statement unless, and except to the extent, specified in such Current Report.

These SEC filings are available to the public from commercial document retrieval services and at www.sec.gov.

Any person, including any beneficial owner of shares of Company Common Stock, to whom this Proxy Statement is delivered may request copies of proxy statements and any of the documents incorporated by reference in this document or other information concerning us by written or telephonic request directed to the Company’s address below. If you would like to request documents from us, please do so as soon as possible, to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt method, within one (1) business day after we receive your request.

 

104

Documents incorporated by reference are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents:

Tri Pointe Homes, Inc.

3161 Michelson Drive, Suite 1500

Irvine, California 92612

Attention: Corporate Secretary

Telephone: (949) 438-1400

If you have any questions concerning the Merger, the Special Meeting, or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of Company Common Stock, please contact our proxy solicitor:

D.F. King & Co., Inc.

28 Liberty Street, 53rd Floor

New York, New York 10005

Stockholders May Call: (877) 478-5047

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

Email: [email protected]

 

105

MISCELLANEOUS

You should rely only on the information contained in this Proxy Statement, the annexes to this Proxy Statement, and the documents that we incorporate by reference in this Proxy Statement in voting on the Merger. We have not authorized anyone to provide you with information that is different from what is contained in this Proxy Statement. This Proxy Statement is dated [●], 2026. You should not assume that the information contained in this Proxy Statement is accurate as of any date other than that date (or as of an earlier date if so indicated in this Proxy Statement), and the mailing of this Proxy Statement to Company Stockholders does not create any implication to the contrary. This Proxy Statement does not constitute a solicitation of a proxy in any jurisdiction where, or to or from any person to whom, it is unlawful to make a proxy solicitation.

 

106

ANNEX A – AGREEMENT AND PLAN OF MERGER

Annex A

Execution Version

 

AGREEMENT AND PLAN OF MERGER

by and among

SUMITOMO FORESTRY CO., LTD.,

TETON NEWCO, INC.

and

TRI POINTE HOMES, INC.

dated as of

February 13, 2026

 

TABLE OF CONTENTS

 

						Page
ARTICLE I THE MERGER							A-2
		Section 1.1.		The Merger			A-2
		Section 1.2.		The Closing and Effective Time of the Merger			A-3
ARTICLE II TREATMENT OF SECURITIES							A-3
		Section 2.1.		Conversion of Securities			A-3
		Section 2.2.		Payment for Securities; Surrender of Certificates			A-4
		Section 2.3.		Dissenting Shares			A-6
		Section 2.4.		Treatment of Company Equity Awards			A-7
		Section 2.5.		Withholding			A-8
		Section 2.6.		Adjustments			A-8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY							A-8
		Section 3.1.		Qualification, Organization, etc.			A-8
		Section 3.2.		Capitalization			A-9
		Section 3.3.		Corporate Authority			A-10
		Section 3.4.		Governmental Consents; No Violation			A-11
		Section 3.5.		SEC Reports and Financial Statements			A-11
		Section 3.6.		Internal Controls and Procedures			A-12
		Section 3.7.		No Undisclosed Liabilities			A-13
		Section 3.8.		Absence of Certain Changes or Events			A-13
		Section 3.9.		Compliance with Law; Permits			A-13
		Section 3.10.		Employee Benefit Plans			A-16
		Section 3.11.		Labor Matters			A-18
		Section 3.12.		Tax Matters			A-18
		Section 3.13.		Litigation; Orders			A-20
		Section 3.14.		Intellectual Property			A-20
		Section 3.15.		Privacy and Data Protection			A-22
		Section 3.16.		Real Property; Assets			A-23
		Section 3.17.		Material Contracts			A-24
		Section 3.18.		Environmental Matters			A-26
		Section 3.19.		Suppliers			A-27
		Section 3.20.		Insurance			A-28
		Section 3.21.		Information Supplied			A-28
		Section 3.22.		Opinion of Financial Advisor			A-28
		Section 3.23.		Takeover Statutes; Anti-Takeover Laws			A-28
		Section 3.24.		Related Party Transactions			A-29
		Section 3.25.		Finders and Brokers			A-29
		Section 3.26.		Mortgage Matters			A-29
		Section 3.27.		Insurance Business			A-29
		Section 3.28.		Committee on Foreign Investment in the United States			A-30
		Section 3.29.		No Other Representations			A-30
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB							A-31
		Section 4.1.		Qualification, Organization, etc.			A-31
		Section 4.2.		Corporate Authority			A-31
		Section 4.3.		Governmental Consents; No Violation			A-31
		Section 4.4.		No Parent Vote or Approval Required			A-32

 

A-i