v3.26.1
Senior Notes, Loans Payable and Mortgage Repurchase Facilities
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Senior Notes, Loans Payable and Mortgage Repurchase Facilities Senior Notes, Loans Payable and Mortgage Repurchase Facilities
Senior Notes
The Company’s outstanding senior notes (together, the “Senior Notes”) consisted of the following (in thousands):
June 30, 2026December 31, 2025
5.250% Senior Notes due June 1, 2027
$300,000 $300,000 
5.700% Senior Notes due June 15, 2028
350,000 350,000 
Deferred loan costs(1,865)(2,414)
Total$648,135 $647,586 
 
In June 2020, Tri Pointe issued $350 million aggregate principal amount of 5.700% Senior Notes due 2028 (the “2028 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $345.2 million, after debt issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and interest is paid semiannually in arrears on June 15 and December 15 of each year until maturity.
In June 2017, Tri Pointe issued $300 million aggregate principal amount of 5.250% Senior Notes due 2027 (the “2027 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance
costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1 of each year until maturity.
As of June 30, 2026 and December 31, 2025, there were $1.9 million and $2.4 million, respectively, of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheets, related to the Senior Notes that will amortize over the terms of the Senior Notes. Accrued interest related to the Senior Notes was $2.1 million and $2.1 million as of June 30, 2026 and December 31, 2025, respectively.
Loans Payable
The Company’s outstanding loans payable consisted of the following (in thousands):
June 30, 2026December 31, 2025
Term loan facility$450,000 $450,000 
Seller financed loans600 6,468 
Total$450,600 $456,468 
On April 30, 2025, we entered into a Fifth Modification Agreement (the “Fifth Modification”) to our Second Amended and Restated Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”). The Fifth Modification, among other things, amends the Credit Agreement to (i) increase the maximum amount of the revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $750.0 million to $850.0 million, with the ability to increase the aggregate amount of the Revolving Facility up to $1.2 billion under certain circumstances, (ii) extend the maturity date of the Revolving Facility to April 30, 2030, (iii) permit three one-year extension requests for the maturity date of the Revolving Facility under certain circumstances, and (iv) modify certain financial covenants. Following the Fifth Modification, The Credit Facility (as defined below), consisted of an $850 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). The Term Facility was scheduled to mature on June 29, 2027 while the Revolving Facility matures on April 30, 2030. We may borrow under the Revolving Facility in the ordinary course of business to repay senior notes and fund our operations, including our land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates under the Revolving Facility will be based on the Secured Overnight Financing Rate (“SOFR”), plus a spread ranging from 1.25% to 1.90%, depending on the Company’s leverage ratio. Interest rates under the Term Facility will be based on SOFR, plus a spread ranging from 1.10% to 1.85%, depending on the Company’s leverage ratio.
On September 18, 2025, we entered into a Sixth Modification Agreement (the “Sixth Modification”) to the Credit Agreement. The Sixth Modification increased the Term Facility from $250.0 million to $450.0 million and divided it into two tranches: (i) Term Facility Tranche A, which matures on September 29, 2027 and includes extension options for up to two additional one-year periods under certain conditions, and (ii) Term Facility Tranche B, which comprised $10.0 million as of June 30, 2026 and continues to mature on June 29, 2027.
On April 16, 2026, we entered into a Seventh Modification Agreement (the “Seventh Modification”) to the Credit
Agreement. The Seventh Modification (i) provides that the administrative agent and the lenders consent to, and waive any
default or event of default that would otherwise arise as a result of, the consummation by the Company of the transactions
contemplated by Merger Agreement; and (ii) effective upon the consummation of the transactions contemplated by the Merger
Agreement, amends the Credit Agreement to revise the definition of “Change in Control” to include the failure of Sumitomo
Forestry to directly or indirectly (a) own more than 50% of the outstanding shares of voting stock of the Company or (b)
possess the power to direct or cause the direction of the management, policies, or activities of the Company.
As of June 30, 2026, we had no outstanding debt under the Revolving Facility and there was $821.0 million of availability after considering the borrowing base provisions and outstanding letters of credit. As of June 30, 2026, we had $450 million of outstanding debt under the Term Facility with an interest rate of 4.82%. As of June 30, 2026, there were $6.1 million of capitalized debt financing costs, included in other assets on our consolidated balance sheet, related to the Credit Facility that will amortize over the remaining term of the Credit Facility. Accrued interest, including loan commitment fees, related to the Credit Facility was $1.8 million and $2.4 million as of June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026 and December 31, 2025, we had outstanding letters of credit of $29.0 million and $51.9 million, respectively. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.
As of June 30, 2026, we had $600,000 outstanding related to one seller-financed loan, and as of December 31, 2025, we had $6.5 million outstanding related to two seller-financed loans. All seller-financed loans are to acquire lots for the construction of homes. Principal on our outstanding loan is expected to be fully paid by the end of fiscal year 2026, provided certain achievements are met.
Interest Incurred
During the three months ended June 30, 2026 and 2025, we incurred interest of $18.3 million and $20.4 million, respectively, related to all debt and land banking arrangements. Included in interest incurred are amortization of deferred financing costs of $794,000 and $650,000 for the three months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, we incurred interest of $36.9 million and $41.7 million, respectively, related to all debt and land banking arrangements. Included in interest incurred are amortization of deferred financing costs of $1.6 million and $1.3 million for the six months ended June 30, 2026 and 2025, respectively. Accrued interest related to all outstanding debt at June 30, 2026 and December 31, 2025 was $4.1 million and $4.7 million, respectively. 
Mortgage Repurchase Facilities
As of June 30, 2026, Tri Pointe Connect had two active Master Repurchase Agreements totaling $200 million (“Repurchase Agreements”). The Repurchase Agreements contain various affirmative and negative covenants applicable to Tri Pointe Connect, including thresholds related to net worth, net income, liquidity, and profitability. As of June 30, 2026, Tri Pointe Connect had $77.5 million of outstanding debt related to the Repurchase Agreements at a weighted-average interest rate of 5.7%, and $122.5 million of remaining capacity under the Repurchase Agreements. Tri Pointe Connect was in compliance with all covenants and requirements as of June 30, 2026.
The following table provides a summary of Tri Pointe Connect’s Repurchase Agreements as of June 30, 2026 ($ in thousands):
FacilityOutstanding BalanceFacility AmountInterest RateExpiration DateCollateral (1)
Warehouse A$40,606 $100,000 
Term SOFR + 1.75%
5/28/2027Mortgage Loans
Warehouse B (2)36,853 50,000 
Term SOFR + 1.75%
7/26/2027Mortgage Loans
Warehouse B (2)— 50,000 
Term SOFR + 1.75%
On DemandMortgage Loans
Total$77,459 $200,000 
__________
(1) Mortgage loans held for sale consist of single-family residential loans collateralized by the underlying property. Generally, all of the loans originated by us are sold in the secondary mortgage market within 30 days after origination. As of June 30, 2026, mortgage loans held for sale had an aggregate fair value of $86.9 million.
(2) Warehouse B is a $100 million facility, of which $50 million is committed and $50 million is uncommitted.

At December 31, 2025, outstanding borrowings under the Company’s repurchase facilities totaled $90.6 million, with an aggregate facility amount of $200.0 million.
Covenant Requirements
The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.
Under the Credit Facility, the Company is required to comply with certain financial covenants, including those relating to consolidated tangible net worth, leverage, liquidity or interest coverage, and a spec unit inventory test. The Credit Facility also requires that at least 95.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.
The Company was in compliance with all applicable financial covenants as of June 30, 2026 and December 31, 2025.