On April 20, 2022, our stockholders approved the Tri Pointe Homes, Inc. 2022 Long-Term Incentive Plan (the “2022 Plan”), which had been previously approved by our board of directors. The 2022 Plan provided for the grant of stock-based

awards, including options to purchase shares of common stock, stock appreciation rights, restricted stock, restricted stock units, bonus stock and performance awards. The total number of shares of our common stock initially reserved under the 2022 Plan was 7,500,000 shares. In connection with the completion of the Merger on May 14, 2026, the 2022 Plan was terminated. The administrative provisions of the 2022 Plan remain in effect solely to the extent necessary to administer awards that were converted into cash-settled awards in connection with the Merger, as described below.

On May 14, 2026, in connection with the completion of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive $47.00 per share in cash. Pursuant to the Merger Agreement, outstanding equity awards under the 2022 Plan were settled or modified depending on the terms of the applicable awards. Awards that vested or became vested upon the closing of the Merger were canceled and settled in cash based on the Merger Consideration, while certain outstanding unvested 2026 awards were canceled and converted into cash-settled awards that continue to vest in accordance with their original vesting terms. The conversion of the outstanding unvested awards was accounted for as a modification under ASC 718, and following the modification date, such awards are accounted for as liability-classified awards.

Compensation expense related to stock-based awards is included in general and administrative expense in the accompanying consolidated statements of operations. During the three months ended June 30, 2026, the Company recognized $88.1 million of compensation expense related to stock-based awards, consisting of $83.9 million of transaction vesting expense recognized in connection with the settlement of awards upon completion of the Merger, $3.0 million of compensation expense related to stock-based awards prior to the Merger, and $1.2 million of compensation expense related to liability-classified awards following the Merger.

The following table presents compensation expense recognized related to stock-based awards, including transaction vesting expense recognized in connection with the Merger (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Stock-based compensation	$	3,032	$	8,603	$	4,989	$	16,159
Transaction vesting compensation	83,877		—		83,877		—
Stock-based and transaction vesting compensation	86,909		8,603		88,866		16,159
Liability-classified compensation	1,170		—		1,170		—
Total compensation expense	$	88,079	$	8,603	$	90,036	$	16,159

In connection with the Merger, the Company reclassified $11.5 million of cumulative compensation cost from additional paid-in capital, consisting of $9.7 million related to awards settled in cash upon completion of the Merger and $1.8 million related to awards modified and converted to liability-classified awards. The $9.7 million was reclassified in connection with settlement of the related awards, while the $1.8 million was reclassified from additional paid-in capital to accrued liabilities upon modification of the awards. These reclassifications did not result in additional compensation expense.

As of June 30, 2026, there was no unrecognized compensation expense related to awards settled in connection with the Merger. As of June 30, 2026, the Company had $3.0 million of liabilities related to cash-settled awards included in accrued expenses and other liabilities. Unrecognized compensation cost related to the outstanding liability-classified awards was $23.9 million and is expected to be recognized over a weighted-average period of 1.6 years.

The following table presents a summary of activity for restricted stock units ("RSUs") for the six months ended June 30, 2026. Upon completion of the Merger on May 14, 2026, awards that vested or became vested at closing were settled in cash based on the $47.00 per share Merger Consideration, and the remaining unvested 2026 awards were converted to cash-settled awards. As a result, no RSUs remained outstanding as of June 30, 2026.


	Restricted Stock Units	Weighted Average Grant Date Fair Value Per Share
Nonvested RSUs at December 31, 2025	3,122,349	$	30.42
Granted	595,389	$	46.30
Vested	(1,125,986)	$	25.97
Forfeited	(27,814)	$	28.43
Settled at Merger	(1,990,032)	33.15
Converted to cash-settled awards	(573,906)	46.30
Nonvested RSUs at June 30, 2026	—	$	—

Following the Merger, the Company’s remaining outstanding awards consist of cash-settled awards accounted for as liability-classified awards under ASC 718. The outstanding liability-classified awards continue to vest in accordance with their original vesting terms and will be settled in cash at a fixed amount of $47.00 per underlying share upon vesting. Accordingly, no shares of the Company’s common stock will be issued upon settlement of these awards.

For the six months ended June 30, 2026, the Company granted an aggregate of 2,584 time-based RSUs to certain employees not described above. The RSUs granted vest in equal installments annually beginning on the anniversary of the grant date over a three-year period. The fair value of the RSUs granted was measured using the closing stock prices on the applicable date of each grant. In connection with the Merger, certain of these awards became vested and were settled in cash based on the $47.00 per share Merger Consideration, while the remaining unvested awards were converted to cash-settled awards that continue to vest in accordance with their original vesting terms. Any remaining compensation cost related to awards that vested upon completion of the Merger was recognized at that time, while compensation cost related to awards that remained unvested continues to be recognized over the remaining requisite service period.

On April 17, 2026, the Company granted an aggregate of 18,670 time-based RSUs to the non-employee members of its Board of Directors. The RSUs were scheduled to vest in their entirety on the day immediately prior to the Company’s 2027 annual meeting of stockholders, subject to continued service as a director. The awards also provide for accelerated vesting upon a change in control and, accordingly, became fully vested and were settled in cash upon completion of the Merger. The grant-date fair value of each RSU was based on the closing price of the Company’s common stock of $46.86 per share on April 17, 2026.

On February 17, 2026, the Company granted an aggregate of 574,135 time-based RSUs to certain employees and officers. The RSUs granted vest in equal installments annually on the anniversary of the grant date over a three-year period. The fair value of each RSU granted on February 17, 2026 was measured using a price of $46.30 per share, which was the closing stock price on the date of grant. In connection with the Merger, the outstanding unvested awards were converted into cash-settled awards based on the Merger Consideration of $47.00 per share and continue to vest in accordance with their original vesting terms. Following the modification, the awards are accounted for as liability-classified awards under ASC 718.