{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-222960","form_type":"8-K","ticker":"TPH","cik":"0001561680","company_name":"Tri Pointe Homes, Inc.","filed_at":"2026-05-14T13:08:52+00:00","discovered_at":"2026-05-14T13:10:00.294510+00:00","generated_at":"2026-05-14T13:10:45.175793+00:00","sec_items":["1.01","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Sumitomo Forestry completes acquisition of Tri Pointe Homes for $47.00 per share; TPH delisted","bullets":["Each TPH share converted into $47.00 cash; merger closed May 14, 2026.","TPH ceased trading on NYSE; will cease filing periodic reports except for outstanding bond indentures.","All pre-merger directors resigned; new directors from Merger Sub appointed; officers remain.","COO Tom Mitchell's retention bonus reduced to $10.865M from prior amount.","Combined entity becomes equivalent to 5th largest U.S. homebuilder delivering ~15,000 units annually across 18 states."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-222960","json":"https://secwatch.observer/filing/0001193125-26-222960.json","markdown":"https://secwatch.observer/filing/0001193125-26-222960.md","text":"https://secwatch.observer/filing/0001193125-26-222960.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/d317054d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-14T13:10:45.175793+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0ef51850fe1721ab02abe9bcc2ebc878718ed4ab","claim":"Tri Pointe Homes, Inc.: Bylaws amended and restated in their entirety.","evidence_excerpt":"were each further amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","confidence":0.7},{"claim_id":"6c9951ca3e6d00e7f37778a2d0072276597249d3","claim":"Tri Pointe Homes, Inc.: Certificate of incorporation amended and restated in its entirety.","evidence_excerpt":"the amended and restated certificate of incorporation of the Company","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","confidence":0.7},{"claim_id":"c2ddb63c21ca5ed542bb423da7655163d3a7022a","claim":"Tri Pointe Homes, Inc. underwent a change of control involving Sumitomo Forestry Co., Ltd. for $47.00 per share (closed 2026-05-14).","evidence_excerpt":"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)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}},{"accession":"0001104659-26-069515","ticker":"XRN","company_name":"Chiron Real Estate Inc.","filed_at":"2026-06-02T20:30:45+00:00","headline":"Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","3.02","3.03","5.03","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-069515","json":"https://secwatch.observer/filing/0001104659-26-069515.json","markdown":"https://secwatch.observer/filing/0001104659-26-069515.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/tm2616685d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"On May 28, 2026, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to designate 1,000,000 shares of the Company’s authorized preferred stock as shares of Series C Convertible Preferred Stock","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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)","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001213900-26-062961","ticker":null,"company_name":"Matternet, Inc.","filed_at":"2026-05-29T21:21:17+00:00","headline":"Matternet goes public via reverse merger with Los Altos Ventures, $27.6M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 1.01, 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062961","json":"https://secwatch.observer/filing/0001213900-26-062961.json","markdown":"https://secwatch.observer/filing/0001213900-26-062961.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/ea0292214-8k_matternet.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"were each further amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1561680/000119312526222960/0001193125-26-222960-index.htm","comparable_excerpt":"At the Effective Time, we amended and restated our certificate of incorporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}