Tri Pointe Homes shareholders approve merger with Sumitomo Forestry

Tri Pointe Homes shareholders overwhelmingly voted to approved the previously announced merger with Japanese firm Sumitomo Forestry during a special meeting of stockholders held on Thursday. 

While the deal is not yet finalized, the acquisition is expected to close sometime during the second quarter, according to the initial merger announcement. 

Sumitomo Forestry confirmed the vote in an announcement, and Tri Pointe Homes revealed further details in an 8-K filing with the Securities and Exchange Commission (SEC). The two companies announced the $4.5 billion all-cash acquisition in February.

According to the SEC filing, about 78% of the company’s 85,135,564 shares of common stock were represented in person or by proxy at Thursday’s special meeting. Of the shares that were represented at the meeting, 99.99% voted in favor of a proposition supporting the merger. 

The vote came shortly before the waiting period for the merger — which is mandated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 — expired at 11:59 p.m. ET on April 16. 

The merger’s completion is still contingent on other conditions set out in the agreement, and the SEC filings did not include an expected closing date. After the merger is complete, Tri Pointe Homes will go private, meaning its scheduled April 23 earnings call for the first quarter of 2026 could be its last as a public firm.

Once the Tri Pointe Homes and Sumitomo Forestry merger is finalized, Japanese companies are expected to account for about 6% of home construction in the U.S. Japanese builders, motivated by a declining domestic population, are increasingly looking to international markets for expansion opportunities. 

Tokyo-based Hajime Construction became the latest Japanese firm to scoop up an American homebuilder after acquiring a 51% equity stake in Utah builder Wright Homes in March.