Sumitomo Forestry America Inc. entered into definitive agreement to acquire Tri Pointe Homes, Inc. (NYSE:TPH) from BlackRock, Inc. (NYSE:BLK), Dimensional Fund Advisors LP, Fidelity Management & Research Company LLC, State Street Corporation (NYSE:STT), The Vanguard Group, Inc. and others for $4.1 billion on February 13, 2026. Sumitomo Forestry will acquire Tri Pointe Homes for $47 per common share, in an all-cash transaction valued at approximately $4.5 billion. 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, subject to the terms and conditions set forth in the related debt commitment letter. Upon completing the transaction, Tri Pointe Homes will become a part of Sumitomo Forestry?s family of U.S. homebuilders and will continue to operate as a distinct brand led by Tri Pointe Homes? existing management team, supported by Sumitomo Forestry?s scale and investment. Tri Pointe Homes will continue as a wholly owned subsidiary of Sumitomo Forestry America, Inc. Upon completion of the transaction, Tri Pointe Homes common stock will no longer be listed and traded on the New York Stock Exchange or any other public exchange. The reciprocal termination fee amounts to $82.336 million.

Tri Pointe Homes will also maintain its Home Office in Irvine, CA, its 17 divisions, and financial services operations.

Completion of the transaction is subject to certain conditions, including approval of the merger by Tri Pointe Homes? stockholders, approval of boards of directors of Sumitomo and Tri Pointe Homes, transactions contemplated by the Merger Agreement under the HSR Act and other customary conditions. The transaction was unanimously approved by the boards of directors of Sumitomo and Tri Pointe Homes. Completion of the transaction is expected in the second quarter of 2026.

Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. acted as financial advisor for Sumitomo Forestry. Morgan Stanley & Co. LLC acted as financial advisor for Sumitomo Forestry. The team of Morrison & Foerster LLP led by Randy Laxer, Joe Sulzbach, Yuhki Asano, Eric Min, and Yemi Tépé, Domnick Bozzetti, Jeremy Mandell, Kenneth Kohler, Eric Tate, John Owen and Bradley Lui and Kerry Jones acted as legal advisor for Sumitomo Forestry. Moelis & Company LLC acted as financial advisor and fairness opinion provider for Tri Pointe Homes, Inc. and will be paid a fee of $5 million for rendering of opinion and 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. The team of Paul Hastings LLP led by Eduardo Gallardo, Andrew Goodman,Toshiyuki Arai, Olivier Souleres, Jason Ertel, Sherry Xie, Tracey Chenoweth, Erik Zakarin, Sanjiv Tata, Joshua Soven, Sally Evans, Brittany Burke, Catherine Kordestani, Sarah Gagan, Jonice Gray, Kristopher Knabe and Brad Ritter acted as legal advisor for Tri Pointe Homes, Inc. Collected Strategies is serving as strategic communications advisor to Tri Pointe Homes. D.F. King & Co., Inc. acted as proxy solicitor/information agent to Tri Pointe Homes, Inc.