Form 8-K

8-K — Tri Pointe Homes, Inc.

Accession: 0001193125-26-222960

Filed: 2026-05-14

Period: 2026-05-13

CIK: 0001561680

SIC: 1531 (OPERATIVE BUILDERS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d317054d8k.htm (Primary)

EX-3.1 (d317054dex31.htm)

EX-3.2 (d317054dex32.htm)

EX-10.1 (d317054dex101.htm)

EX-99.1 (d317054dex991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d317054d8k.htm · Sequence: 1

8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

Tri Pointe Homes, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

1-35796

61-1763235

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

940 Southwood Blvd, Suite 200

Incline Village, Nevada

89451

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (775) 413-1030

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

TPH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Introductory Note

As previously disclosed in our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated February 13, 2026 (the “Merger Agreement”), with Sumitomo Forestry Co., Ltd. (“Parent”), and Teton NewCo, Inc., an indirect wholly owned subsidiary of Parent (“Merger Sub”).

On May 14, 2026, the Company completed its merger with Merger Sub pursuant to the terms of the Merger Agreement, whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and as an indirect wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”):

(i)

each share of common stock, par value $0.01 per share (“Company Common Stock”), issued and outstanding as of immediately prior to the Effective Time was automatically converted into the right to receive $47.00 per share, in cash, without interest thereon (the “Merger Consideration”), except for shares of Company Common Stock that were (A)(1) held by the Company as treasury stock; (2) held directly by Parent or Merger Sub; or (3) held by any direct or indirect wholly owned subsidiary of Parent or Merger Sub, in each case, immediately prior to the Effective Time (collectively, the “Owned Company Shares”), (B) held by any direct or indirect wholly owned subsidiary of the Company, or (C) held by a holder who has not voted in favor of the adoption of the Merger Agreement and who has properly and validly demanded appraisal for such shares of Company Common Stock in accordance, and who has complied in all respects, with Section 262 of the Delaware General Corporation Law;

(ii)

each Owned Company Share was automatically cancelled and ceased to exist, and no consideration or payment was delivered in exchange therefor or in respect thereof; and

(iii)

each share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company was converted into such number of shares of common stock of the Surviving Corporation with an aggregate value immediately after the consummation of the Merger equal to the Merger Consideration.

Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger:

(i)

each restricted stock unit (each, a “Company RSU”) granted under the Company Equity Plan (as defined in the Merger Agreement) prior to 2026 and each Company RSU held by a non-employee director of the Company, in each case whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled 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, and (B) the Merger Consideration;

(ii)

each Company RSU that was not subject to the preceding clause (i) above that was outstanding as of immediately prior to the Effective Time was cancelled 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, and (B) the Merger Consideration; and

(iii)

each performance stock unit (each, a “Company PSU”) granted under the Company Equity Plan, whether vested or unvested, that was outstanding as of immediately prior to the Effective Time was fully vested, cancelled, 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), and (B) the Merger Consideration.

The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 13, 2026, and is incorporated by reference herein.

Item 1.01

Entry into a Material Definitive Agreement.

The Company entered into amendments to the indemnification agreements between the Company and its non-employee directors, effective as of May 14, 2026. The amendments provide that, following his or her term as a director of the Company, the applicable indemnitee is entitled to receive a payment of $10,000 for each day on which he or she is required or requested by the Company to spend more than four hours addressing any proceeding related to his or her prior service as a director, which payment is due within 30 days following invoice. The amendments also provide that reimbursable expenses following such term include business class travel.

The foregoing description of the amendments to the indemnification agreements is not complete and is qualified in its entirety by reference to the full text of the form of amendment to the indemnification agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On May 14, 2026, the Merger was completed. Upon the consummation of the Merger, the Company became an indirect wholly owned subsidiary of Parent.

The disclosure set forth in the Introductory Note of this Current Report is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company requested that the New York Stock Exchange (“NYSE”) suspend trading of the Company Common Stock effective before the opening of trading on May 14, 2026, and file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except to the extent required pursuant to the indentures governing any of the Company’s 5.25% Senior Notes due 2027 or 5.700% Senior Notes due 2028 that remain outstanding, the Company will no longer file periodic or other reports with the SEC.

The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.

Item 3.03

Material Modification to Rights of Security Holders.

In connection with the completion of the Merger, at the Effective Time, holders of Company Common Stock, Company RSUs, and Company PSUs ceased to have any rights in connection with their holding of such securities (other than their right to receive their applicable amount of the Merger Consideration or cash award as described in the Introductory Note).

The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Items 2.01, 3.01, and 5.03 of this Current Report is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change in control of the Company occurred, and the Company became an indirect wholly owned subsidiary of Parent.

The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Items 2.01, 3.01, 5.02, and 5.03 of this Current Report is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, as of the Effective Time, Steven J. Gilbert, Lawrence B. Burrows, R. Kent Grahl, Vicki D. McWilliams, and Constance B. Moore resigned as directors (and from all committees thereof, as applicable) of the Company.

Further, effective as of the Effective Time, and until successors are duly elected or appointed and qualified in accordance with law, (i) the directors of Merger Sub serving as of immediately prior to the Effective Time became the directors of the Surviving Corporation and (ii) the officers of the Company serving as of immediately prior to the Effective Time became the officers of the Surviving Corporation.

In connection with the execution of the Merger Agreement, the Company entered into that certain Retention Bonus Agreement, dated February 13, 2026, with Thomas J. Mitchell, the Company’s President and Chief Operating Officer (the “Retention Bonus Agreement”). On May 13, 2026, the Company entered into a letter agreement to reduce the total lump-sum cash retention bonus amount provided for under the Retention Bonus Agreement to $10,865,000. All other terms and provisions of the Retention Bonus Agreement remain in full force and effect.

The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.

The disclosure set forth in the Introductory Note of this Current Report and the disclosure set forth in Item 2.01 of this Current Report is incorporated herein by reference.

Item 8.01

Other Events.

On May 14, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated February 13, 2026, by and among Sumitomo Forestry Co., Ltd., Teton NewCo, Inc., and Tri Pointe Homes, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2026)

3.1

Second Amended and Restated Certificate of Incorporation of Tri Pointe Homes, Inc.

3.2

Second Amended and Restated Bylaws of Tri Pointe Homes, Inc.

10.1

Form of Amendment to Indemnification Agreement of Tri Pointe Homes, Inc.

99.1

Press Release issued by Tri Pointe Homes, Inc., dated as of May 14, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*

Schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K, as may be applicable. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any schedule or exhibit so furnished.

SIGNATURES

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

Date: May 14, 2026

Tri Pointe Homes, Inc.

By:

/s/ Glenn J. Keeler

Name:

Glenn J. Keeler

Title:

Chief Financial Officer

EX-3.1

EX-3.1

Filename: d317054dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TRI POINTE HOMES,

INC.

ARTICLE I

The name of the corporation is Tri Pointe Homes, Inc. (the “Company”).

ARTICLE II

The address

of the Company’s registered office in the State of Delaware is 251 Little Falls Drive, County of New Castle, Wilmington, DE 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose

of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company

is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is One Hundred (100) shares, with par value of $0.01 per share.

ARTICLE V

In furtherance

and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the Bylaws of the Company (the “Bylaws”).

ARTICLE VI

Elections of

directors need not be by written ballot unless otherwise provided in the Bylaws of the Company.

ARTICLE VII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time,

a director or officer of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.

The Company shall indemnify and hold harmless, to the fullest extent permitted by the

Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be amended from time to time, any director or officer (and the heirs, executors or administrators of such person) of the Company who was or is made

or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact

that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another

corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses incurred

by such person in connection with any such Proceeding in advance of its final disposition. The rights to indemnification and advancement conferred in this Article VII shall be contract rights and shall become vested by virtue of the director’s

or officer’s service at the time when the state of facts giving rise to the claim occurred.

The Company shall have the power to

indemnify and hold harmless, to the extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be amended from time to time, any employee or agent (and the heirs, executors or

administrators of such person) of the Company who was or is made or is threatened to be made a party to or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is

or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or

non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent

of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person

in any such capacity or arising out of such person’s status as such, whether or not the Company would have the power to indemnify such person against such liability under the Delaware General Corporation Law.

The rights and authority conferred in this Article VII shall not be exclusive of any other right which any person may otherwise have or

hereafter acquire.

Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of

Incorporation or the Bylaws of the Company, nor, to the fullest extent permitted by the Delaware General Corporation Law, any modification of law, shall eliminate or reduce the effect of this Article VII in respect of any acts or omissions occurring

prior to such amendment, repeal, adoption or modification. Any vested rights to indemnification or advancement hereunder may not be amended or otherwise modified or limited without the express written consent of the affected director or officer.

ARTICLE VIII

Except as provided in Article VII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this

Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EX-3.2

EX-3.2

Filename: d317054dex32.htm · Sequence: 3

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

BYLAWS

OF

TRI POINTE HOMES, INC.

(a Delaware corporation)

SECOND AMENDED AND RESTATED

BYLAWS OF

TRI POINTE

HOMES, INC.

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1 Place of Meetings. Meetings of stockholders of Tri Pointe Homes, Inc. (the “Company”) shall be

held at any place, within or outside the State of Delaware, designated by the Company’s board of directors (the “Board”). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at

any place, but may instead be held solely by means of remote communication as authorized by Section 211 (a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or

determination, stockholders’ meetings shall be held at the Company’s principal executive office.

1.2 Annual

Meeting. An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual

meeting. The Company shall not be required to hold an annual meeting of stockholders provided that (i) the stockholders are not prohibited from acting by written consent under the Company’s certificate of incorporation and these bylaws,

(ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected

at an annual meeting held at the effective time of such action are vacant and are filled by such action.

1.3 Special

Meeting. A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer) or by one or more stockholders holding shares

in the aggregate entitled to cast not less than 10% of the votes at that meeting.

If any person(s) other than the Board calls a special

meeting, the request shall:

(i) be in writing;

(ii) specify the time of such meeting and the general nature of the business proposed to be transacted; and

(iii) be delivered personally or sent by registered mail or by facsimile transmission to the chairperson of the Board, the chief executive

officer, the president (in the absence of a chief executive officer) or the secretary of the Company.

The officer(s) receiving the

request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of Sections 1.4 and 1.5 of these bylaws, that a meeting will be held at the time requested by the

person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 1.3 shall be

construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

2

1.4 Notice of Stockholders’ Meetings. All notices of meetings of

stockholders shall be sent or otherwise given in accordance with either Section 1.5 or Section 7.1 of these bylaws not less than 10 or more than 60 days before the date of the meeting to each

stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote

at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

1.5 Manner

of Giving Notice; Affidavit of Notice. Notice of any meeting of stockholders shall be given:

(i) if mailed, when deposited in the

United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Company’s records; or

(ii) if electronically transmitted as provided in Section 7.1 of these bylaws.

An affidavit of the secretary or an assistant secretary of the Company or of the transfer agent or any other agent of the Company that the

notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

1.6 Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of

stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient

to constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person

or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

1.7 Adjourned Meeting; Notice. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene

at the same or some other place, and notice need not be given of the adjourned meeting if the time, place if any thereof, and the means of remote communications if any by which stockholders and proxy holders may be deemed to be present in person and

vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the

adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

3

1.8 Conduct of Business. Meetings of stockholders shall be presided

over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a

chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person

to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

1.9 Voting. The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the

provisions of Section 1.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting

agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation or these bylaws, each stockholder shall

be entitled to one vote for each share of capital stock held by such stockholder. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of

stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of

directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the certificate of incorporation or these bylaws, be decided by the vote of the holders of shares of

stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

1.10 Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of

incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,

without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to

authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the

taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of

the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the

action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state,

in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

4

1.11 Record Date for Stockholder Notice; Voting; Giving Consents. In

order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive

payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date,

which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

(i) in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall,

unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

(ii) in the case of

determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

(iii) in the case of determination of stockholders for any other action, shall not be more than sixty days prior to such other action.

If no record date is fixed by the Board:

(i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of

business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

(ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior

action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the Board

is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

(iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board

adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of

stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

1.12 Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to

corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure

established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed

by the provisions of Section 212 of the DGCL.

5

1.13 List of Stockholders Entitled to Vote. The officer who has charge

of the stock ledger of the Company shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each

stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination

of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided

with the notice of the meeting, or (ii) during ordinary business hours, at the Company’s principal executive office. In the event that the Company determines to make the list available on an electronic network, the Company may take

reasonable steps to ensure that such information is available only to stockholders of the Company. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of

them.

ARTICLE II

DIRECTORS

2.1

Powers. Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs

of the Company shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

2.2

Number of Directors. The number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the

effect of removing any director before that director’s term of office expires.

2.3 Election, Qualification and Term of

Office of Directors. Except as provided in Section 2.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be

stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. Each director, including a director elected to fill a vacancy,

shall hold office until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the

Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must be either set forth or be submitted with information from which it can be determined

that the electronic transmission authorized by the stockholder or proxy holder.

2.4 Resignation and Vacancies. Any

director may resign at any time upon notice given in writing or by electronic transmission to the Company. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including

those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section

in the filling of other vacancies.

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Unless otherwise provided in the certificate of incorporation or these bylaws:

(i) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the

stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(ii) Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of

the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining

director so elected.

If at any time, by reason of death or resignation or other cause, the Company should have no directors in office,

then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in

accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the

whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right

to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the

provisions of Section 211 of the DGCL as far as applicable.

2.5 Place of Meetings; Meetings by Telephone. The

Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the

certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of

which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

2.6 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall

from time to time be determined by the Board.

2.7 Special Meetings; Notice. Special meetings of the Board for any

purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or any two directors.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

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(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by electronic mail,

directed to

each director at that director’s address, telephone number, or electronic mail address, as the case may be, as shown on the Company’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, or (ii) sent by electronic mail, it shall be

delivered or sent at least 48 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least seven days before the time of the holding of the meeting. Any

oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company’s principal executive office) nor the purpose of the meeting.

2.8 Quorum. At all meetings of the Board, the greater of (i) a majority of the total number of directors and

(ii) four (4) directors, shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise

specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than

announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact

business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

2.9 Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the certificate of incorporation or

these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by

electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and

shall be in electronic form if the minutes are maintained in electronic form.

2.10 Fees and Compensation of

Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

2.11 Approval of Loans to Officers. The Company may lend money to, or guarantee any obligation of, or otherwise assist

any officer or other employee of the Company or of its subsidiary, including any officer or employee who is a director of the Company or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be

expected to benefit the Company. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the

Company.

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2.12 Removal of Directors. Unless otherwise restricted by statute, the

certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such

director’s term of office.

ARTICLE III

COMMITTEES

3.1

Committees of Directors. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who

may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such

member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in

these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such

committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any

bylaw of the Company,

3.2 Committee Minutes. Each committee shall keep regular minutes of its meetings and report

the same to the Board when required.

3.3 Meetings and Action of Committees. Meetings and actions of committees shall

be governed by, and held and taken in accordance with, the provisions of:

(i) Section 2.5 (place of meetings and meetings by

telephone);

(ii) Section 2.6 (regular meetings);

(iii) Section 2.7 (special meetings and notice);

(iv) Section 2.8 (quorum);

(v) Section 6.10 (waiver of notice); and

(vi) Section 2.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

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(ii) special meetings of committees may also be called by resolution of the Board; and

(iii) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings

of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV

OFFICERS

4.1 Officers. The officers of the Company shall be a president and a secretary. The Company may also have, at

the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant

treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person at one time unless specifically prohibited

therefrom by law.

4.2 Appointment of Officers. The Board shall appoint the officers of the Company, except such

officers as may be appointed in accordance with the provisions of Sections 4.3 and 4.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

4.3 Subordinate Officers. The Board may appoint, or empower the chief executive officer or, in the absence of a chief

executive officer, the president, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided

in these bylaws or as the Board may from time to time determine.

4.4 Removal and Resignation of Officers. Subject to

the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case

of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign

at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance

of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

4.5 Vacancies in Offices. Any vacancy occurring in any office of the Company shall be filled by the Board or as provided

in Section 4.2.

4.6 Representation of Shares of Other Corporations. The chairperson of the

Board, the president, any vice president, the treasurer, the secretary or assistant secretary of the Company, or any other person authorized by the Board or the president or a vice president, is authorized to vote, represent, and exercise on behalf

of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to

do so by proxy or power of attorney duly executed by such person having the authority.

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4.7 Authority and Duties of Officers. All officers of the Company shall

respectively have such authority and perform such duties in the management of the business of the Company as may be designated from time to time by the Board or the stockholders and, to the extent not so provided, as generally pertain to their

respective offices, subject to the control of the Board.

ARTICLE V

RECORDS AND REPORTS

5.1 Maintenance and Inspection of Records. The Company shall, either at its principal executive office or at such place

or places as designated by the Board, keep a record of its stockholders, listing their names and addresses, the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath, stating the purpose thereof, have

the right during the usual hours for business to inspect for any proper purpose the Company’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a

purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or

such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the Company at its registered office in Delaware or at its principal executive office.

5.2 Inspection by Directors. Any director shall have the right to examine the Company’s stock ledger, a list of its

stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection

sought. The Court may summarily order the Company to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any

limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

5.3 Annual Report. The Company shall cause an annual report to be sent to the stockholders of the Company to the extent

required by applicable law. If and so long as there are fewer than 100 holders of record of the Company’s shares, the requirement of sending of an annual report to the stockholders of the Company is expressly waived (to the extent permitted

under applicable law).

ARTICLE VI

GENERAL MATTERS

6.1 Stock Certificates; Partly Paid Shares. The shares of the Company shall be uncertificated. Any such resolution shall

not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of

11

uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Company by the chairperson or vice-chairperson of the Board, or the president or vice-president, and

by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be in electronic form. In

case any officer, transfer agent or registrar who has signed or whose signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the

same effect as if he were such officer, transfer agent or registrar at the date of issue.

The Company may issue the whole or any part of

its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Company in

the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend

upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

6.2 Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and

definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes

both a corporation and a natural person.

6.3 Dividends. The Board, subject to any restrictions contained in either

(i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Company’s capital stock.

The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may

abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Company, and meeting contingencies.

6.4 Fiscal Year. The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the

Board.

6.5 Seal. The Company may adopt a corporate seal, which shall be adopted and which may be altered by the

Board. The Company may use the corporate seal by causing it or an electronic copy thereof to be impressed or affixed or in any other manner reproduced.

6.6 Stock Transfer Agreements. The Company shall have power to enter into and perform any agreement with any number of

stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

6.7 Registered Stockholders. The Company:

(i) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to

vote as such owner;

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(ii) shall be entitled to hold liable for calls and assessments the person registered on its

books as the owner of shares; and

(iii) shall not be bound to recognize any equitable or other claim to or interest in such share or

shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

6.8 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the certificate of

incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall

be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the

transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or

any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VII

NOTICE BY ELECTRONIC TRANSMISSION

7.1 Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to

stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a

form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent;

and

(ii) such inability becomes known to the secretary or an assistant secretary of the Company or to the transfer agent, or other person

responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other

action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of

(A) such posting and (B) the giving of such separate notice; and

13

(iii) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Company that the notice has been

given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

7.2 Definition of Electronic Transmission. An “electronic transmission” means any form of communication, not

directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

7.3 Inapplicability. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or

324 of the DGCL.

ARTICLE VIII

INDEMNIFICATION

8.1 Indemnification of Directors and Officers. The Company shall indemnify and hold harmless, to the fullest extent

permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil,

criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or

was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with

respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding

initiated by such person only if the Proceeding was authorized by the Board.

8.2 Indemnification of Others. The

Company shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Company who was or is made or is threatened to be made a party or

is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director,

officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and

loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

8.3 Prepayment of

Expenses. The Company shall pay the expenses incurred by any officer or director of the Company, and may pay the expenses incurred by any employee or agent of the Company, in defending any Proceeding in advance of its final disposition;

provided, however, that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be

ultimately determined that the person is not entitled to be indemnified under this Article VIII or otherwise.

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8.4 Determination; Claim. If a claim for indemnification or payment of

expenses under this Article VIII is not paid in full within sixty days after a written claim therefor has been received by the Company the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in

part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable

law.

8.5 Non-Exclusivity of Rights. The rights conferred on any person by

this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested

directors or otherwise.

8.6 Insurance. The Company may purchase and maintain insurance on behalf of any person who

is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any

liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions

of the DGCL.

8.7 Other Indemnification. The Company’s obligation, if any, to indemnify any person who was or

is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may

collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

8.8 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VIII shall not

adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE IX

AMENDMENTS

These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate

of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal

bylaws.

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EX-10.1

EX-10.1

Filename: d317054dex101.htm · Sequence: 4

EX-10.1

Exhibit 10.1

AMENDMENT TO INDEMNIFICATION AGREEMENT

Effective Date: [•], 2026

This Amendment (this “Amendment”) to the Indemnification Agreement (the “Agreement”), dated as of

[•], 2013, by and between Tri Pointe Homes, Inc., a Delaware corporation (the “Company”), and [name of non-employee director], the (“Indemnitee”), is made

effective as of the date first above written in accordance with Section 20 of the Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement.

This Amendment amends the Agreement by inserting the following new Section 22 at the end thereof:

22. Per Diem Payment. In addition to other rights set forth in this Agreement, following the Indemnitee’s term as a director of

the Company (the “Term”), the Indemnitee will receive a payment of $10,000 for each day that the Indemnitee is required or requested by the Company to spend more than 4 hours of such day addressing any Proceeding related to their

prior service as a director (the “Per Diem Payment”), including but not limited to, preparation and participation in depositions, hearings, trials or other court appearances, assisting counsel with discovery or other

litigation-related matters, time required for travel, and preparation and participation in mediation or settlement meetings. The Per Diem Payment shall be (i) due and payable 30 days after the invoice date, and (ii) in addition to the

reimbursement of Expenses (which shall, following the Term, include business class travel).

Except as expressly amended by this

Amendment, the Agreement shall remain unchanged and in full force and effect. From and after the date hereof, all references to the Agreement shall be deemed to include this Amendment.

This Amendment may be executed in counterparts (including by electronic signature), each of which shall be deemed an original, and all of

which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first

written above.

TRI POINTE HOMES, INC.

By:

Name:

Title:

INDEMNITEE

[Signature Page to Indemnification Agreement Amendment]

EX-99.1

EX-99.1

Filename: d317054dex991.htm · Sequence: 5

EX-99.1

Exhibit 99.1

Sumitomo Forestry Completes Acquisition of Tri Pointe Homes, Creating a Leading U.S. Homebuilder

Supports expansion of U.S. housing supply while accelerating growth of Tri Pointe Homes’ high-quality operations

TOKYO and INCLINE VILLAGE, Nev., May 14, 2026 — Sumitomo Forestry Co., Ltd. (“Sumitomo Forestry”) (TSE: 1911) and Tri Pointe Homes,

Inc. (“Tri Pointe Homes”) today announced the successful completion of Sumitomo Forestry’s acquisition of Tri Pointe Homes for US$47.00 per share.

With the closing of the transaction, Tri Pointe Homes is now a wholly owned subsidiary of Sumitomo Forestry America, Inc., which is a wholly owned subsidiary

of Sumitomo Forestry Group, and will cease trading on the New York Stock Exchange.

Through this acquisition, Tri Pointe Homes’ premium lifestyle

brand, more than 160 active communities, and operations across 13 high-growth states will be added, making the Sumitomo Forestry Group a homebuilder equivalent to the 5th largest in the U.S.1, delivering approximately 15,000 units annually across 18 states. Both companies will leverage the homebuilding expertise, technologies, and operational expertise that they have each cultivated to

deliver high-quality homes tailored to greater diverse customer needs. The Sumitomo Forestry Group will continue to strengthen its presence in the U.S. housing market while pursuing sustainable growth.

Toshiro Mitsuyoshi, President and Executive Officer of Sumitomo Forestry, stated, “Today marks a meaningful new beginning with Tri Pointe Homes and an

important milestone in advancing our group’s U.S. single-family homes business into a new stage of growth. Tri Pointe Homes’ premium brand, robust governance and financial expertise cultivated as a publicly listed U.S. company, and its

deeply rooted local operating platform add significant strength to our group. Together with Tri Pointe Homes and our existing five U.S. homebuilders, we are well positioned to expand scale, enhance management efficiency and improve profitability

toward our Mission TREEING 2030 goal of supplying 23,000 homes annually in the U.S. by 2030. We look forward to working closely with Doug Bauer, Chief Executive Officer, Tom Mitchell, President and Chief Operating Officer, and the entire Tri Pointe

Homes team to drive long-term growth and value creation.”

Doug Bauer, Tri Pointe Homes’ Chief Executive Officer, said, “Joining the

Sumitomo Forestry Group marks an exciting new chapter for Tri Pointe Homes, building on the past 17 years of standalone growth delivering over 58,000 homes to U.S. families and communities. With a shared strategic vision, values and culture, we are

well positioned to accelerate our growth while continuing to deliver design-driven homes and exceptional customer experiences.”

Tom Mitchell,

President and Chief Operating Officer of Tri Pointe Homes, added, “Partnering with Sumitomo Forestry Group provides our customers, partners and team members with greater resources and strategic alignment to support the continued evolution of

the Tri Pointe Homes premium brand. We are excited to partner with an organization that shares our commitment to our people, differentiated business strategy and our long-term growth.”

1

Calculated by aggregating the combined number of units delivered by Sumitomo Forestry’s existing

homebuilders in FY2025 with Tri Pointe Homes’s FY2025 number of units delivered, with reference to Builder Online 2026 Builder 100

Advisors

Mitsubishi UFJ Morgan Stanley and its affiliates including Morgan Stanley & Co. LLC acted as exclusive financial advisor and Morrison &

Foerster LLP acted as legal counsel to Sumitomo Forestry.

Moelis & Company LLC acted as exclusive financial advisor and Paul Hastings LLP

acted as legal counsel to Tri Pointe Homes. Collected Strategies acted as strategic communications advisor to Tri Pointe Homes.

About Sumitomo

Forestry

Sumitomo Forestry Group 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. In the Sumitomo Forestry Group’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. With the promotion of global expansion as one of the business policies in the group’s long-term vision, it is also working to accelerate decarbonization initiatives in the United States.

About Tri Pointe Homes

One of the largest homebuilders

in the U.S., Tri Pointe Homes, Inc. has a presence in 13 states and the District of Columbia, and is a recognized leader in customer experience, innovative design, and environmentally responsible business practices. The company builds premium homes

and communities with deep ties to the communities it serves—some for as long as a century. Tri Pointe Homes 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 is one of the 2026 Fortune World’s Most Admired Companies, 2026 Fortune 100 Best Companies to Work For®, and recognized as a PEOPLE Companies That Care® (2023-2025) organization. The company was also named as a Great Place To Work-Certified™ company for five years in a row and named on several Great Place To Work® Best Workplaces lists. Tri Pointe has also won multiple Builder

of the Year and Developer of the Year awards. For more information, please visit TriPointeHomes.com.

Contacts:

Investor Relations

Sumitomo Forestry:

icom@sfc.co.jp

Tri Pointe Homes:

InvestorRelations@TriPointeHomes.com, ph. 949-478-8696

Media

Sumitomo Forestry:

https://inquire.sfc.jp/sfc/m/contact/english/

Tri Pointe

Homes:

Nick Lamplough / Clayton Erwin / David Feldman

TPH-CS@CollectedStrategies.com

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