Tri Pointe Homes to be acquired by Sumitomo Forestry for $47/share all-cash deal valued at $4.5B

This filing

The Bylaws Amendment adds a new Article IX, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

On May 31, 2026, NCS Multistage Holdings, Inc., a Delaware corporation (“ NCS ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among NCS, Weatherford International plc, an Irish public limited company (“ Weatherford ”), and Trinity Bell Sub, Inc., a Delaware corporation and wholly owned subsidiary of Weatherford (“ Merger Sub ”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into NCS (the “ Merger ”), with NCS surviving the Merger as a wholly owned subsidiary of Weatherford.

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

the Company terminated and repaid in full all outstanding obligations due under the Second Amended and Restated Credit Agreement, dated as of January 31, 2025, by and among, inter alios , the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

On June 1, 2026, in connection with the Transactions, Enviri repaid all amounts owing under that certain Receivables Purchase Agreement, dated as of June 24, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “AR Facility”), among Harsco Receivables LLC, Enviri, the purchasers party thereto, and PNC Bank, National Association, as agent, and terminated all other documents entered into in connection therewith.

This filing

The Bylaws Amendment adds a new Article IX, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

This filing

On February 13, 2026, Tri Pointe Homes, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Sumitomo Forestry Co., Ltd., a Japanese corporation ( kabushiki kaisha ) (“ Parent ”), and Teton NewCo, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”), providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “ Merger ”).

Comparable filing

As previously disclosed, European Wax Center, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger, dated as of February 9, 2026 (the “ Merger Agreement ”), by and among Glow Midco, LLC, a Delaware limited liability company (“ Parent ”), Glow Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub Inc. ”), Glow Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“ Merger Sub LLC ,” and together with Merger Sub Inc., the “ Merger Subs ”) and EWC Ventures, LLC, a Delaware limited liability company (“ Opco ”), pursuant to which (i) Merger Sub Inc. merged with and into the Company (the “ Corporate Merger ”), with the Company surviving the Corporate Merger as the surviving corporation (the “ Surviving Corporation ”) and a wholly owned subsidiary of Parent and (ii) Merger Sub LLC merged with and into Opco, with Opco surviving as the surviving limited liability company