Tri Pointe Homes, Inc.TPH
Tri Pointe Homes, Inc. Debt Disclosure
Senior Notes and Loans Payable
__________
Senior Notes
Senior notes consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
5.250% Senior Notes due June 1, 2027 | $ | 300,000 | $ | 300,000 | |||||||
5.700% Senior Notes due June 15, 2028 | 350,000 | 350,000 | |||||||||
| Discount and deferred loan costs | (2,414) | (3,466) | |||||||||
| Total | $ | 647,586 | $ | 646,534 | |||||||
In June 2020, Tri Pointe issued $350.0 million aggregate principal amount of 5.700% Senior Notes due 2028 (the “2028 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $345.2 million, after debt issuance costs and discounts. The 2028 Notes mature on June 15, 2028 and interest is paid semiannually in arrears on June 15 and December 15 of each year until maturity.
In June 2017, Tri Pointe issued $300.0 million aggregate principal amount of 5.250% Senior Notes due 2027 (the “2027 Notes”) at 100.00% of their aggregate principal amount. Net proceeds of this issuance were $296.3 million, after debt issuance costs and discounts. The 2027 Notes mature on June 1, 2027 and interest is paid semiannually in arrears on June 1 and December 1 of each year until maturity.
As of December 31, 2025 and December 31, 2024 there was $2.4 million and $3.5 million, respectively, of capitalized debt financing costs, included in senior notes, net on our consolidated balance sheet, that will amortize over the lives of the Senior Notes. Accrued interest related to the Senior Notes was $2.1 million at both December 31, 2025 and 2024.
Loans Payable
The Company’s outstanding loans payable consisted of the following (in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||
| Term loan facility | $ | 450,000 | $ | 250,000 | |||||||
| Seller-financed loans | 6,468 | 20,970 | |||||||||
| Total | $ | 456,468 | $ | 270,970 | |||||||
On April 30, 2025, we entered into a Fifth Modification Agreement (the “Fifth Modification”) to our Second Amended and Restated Credit Agreement dated as of March 29, 2019 (the “Credit Agreement”). The Fifth Modification, among other things, amends the Credit Agreement to (i) increase the maximum amount of the revolving credit facility (the “Revolving Facility”) under the Credit Agreement from $750.0 million to $850.0 million, with the ability to increase the aggregate amount of the Revolving Facility up to $1.2 billion under certain circumstances, (ii) extend the maturity date of the Revolving Facility to April 30, 2030, (iii) permit three one-year extension requests for the maturity date of the Revolving Facility under certain circumstances, and (iv) modify certain financial covenants. Following the Fifth Modification, The Credit Facility (as defined below), consisted of an $850 million revolving credit facility (the “Revolving Facility”) and a $250 million term loan facility (the “Term Facility” and together with the Revolving Facility, the “Credit Facility”). The Term Facility was scheduled to mature on June 29, 2027 while the Revolving Facility matures on April 30, 2030. We may borrow under the Revolving Facility in the ordinary course of business to repay senior notes and fund our operations, including our land acquisition, land development and homebuilding activities. Borrowings under the Revolving Facility will be governed by, among other things, a borrowing base. Interest rates under the Revolving Facility will be based on the Secured Overnight Financing Rate (“SOFR”), plus a spread ranging from 1.25% to 1.90%, depending on the Company’s leverage ratio. Interest rates under the Term Facility will be based on SOFR, plus a spread ranging from 1.10% to 1.85%, depending on the Company’s leverage ratio.
On September 18, 2025, we entered into a Sixth Modification Agreement (the “Sixth Modification”) to the Credit Agreement. The Sixth Modification increased the Term Facility from $250.0 million to $450.0 million and divided it into two tranches: (i) Term Facility Tranche A, which matures on September 29, 2027 and includes extension options for up to two additional one-year periods under certain conditions, and (ii) Term Facility Tranche B, which comprised $10.0 million as of December 31, 2025 and continues to mature on June 29, 2027.
We had no outstanding debt under the Revolving Facility as of December 31, 2025 and 2024. As of December 31, 2025, we had $450 million outstanding debt under the Term Facility with a variable interest rate of 4.9%. As of December 31, 2025 and 2024, there was $7.2 million and $3.6 million, of capitalized debt financing costs. These costs related to the Credit Facility will amortize over the remaining term of the Credit Facility and are included in other assets on our consolidated balance sheets. Accrued interest, including loan commitment fees, related to the Credit Facility was $2.4 million and $1.5 million as of December 31, 2025 and 2024, respectively.
At December 31, 2025 and 2024, we had outstanding letters of credit of $51.9 million and $55.6 million, respectively. These letters of credit were issued to secure various financial obligations. We believe it is not probable that any outstanding letters of credit will be drawn upon.
As of December 31, 2025, we had $798.1 million of availability under the Credit Facility after considering the borrowing base provisions and outstanding letters of credit.
As of December 31, 2025, the Company had $6.5 million outstanding under two seller-financed loans, compared with $21.0 million outstanding under two such loans as of December 31, 2024. All seller-financed loans were used to acquire lots for the construction of homes. Principal on the existing loans are expected to be fully paid by the end of fiscal year 2026, provided certain achievements are met. One of the seller-financed loans, representing $5.9 million of the total balance, accrues interest at an imputed interest rate of 4.5% per annum. The second seller-financed loan represented $600,000 of the total balance as of December 31, 2025.
Interest Incurred
During the years ended December 31, 2025 and 2024, the Company incurred interest of $81.5 million and $114.9 million, respectively, related to all notes payable and Senior Notes outstanding during the period. All interest incurred was capitalized to inventory for the years ended December 31, 2025 and 2024, respectively. Included in interest incurred was amortization of deferred financing and Senior Notes discount costs of $2.8 million and $3.7 million for the years ended December 31, 2025 and 2024, respectively. Accrued interest related to all outstanding debt at December 31, 2025 and 2024 was $4.7 million and $4.9 million, respectively.
Covenant Requirements
The Senior Notes contain covenants that restrict our ability to, among other things, create liens or other encumbrances, enter into sale and leaseback transactions, or merge or sell all or substantially all of our assets. These limitations are subject to a number of qualifications and exceptions.
Under the Credit Facility, the Company is required to comply with certain financial covenants, including those relating to consolidated tangible net worth, leverage, liquidity or interest coverage, and a spec unit inventory test. The Credit Facility also requires that at least 95.0% of consolidated tangible net worth must be attributable to the Company and its guarantor subsidiaries, subject to certain grace periods.
The Company was in compliance with all applicable financial covenants as of December 31, 2025 and December 31, 2024.
Mortgage Repurchase Facilities
As of December 31, 2025, Tri Pointe Connect has two active Master Repurchase Agreements totaling $200 million (“Repurchase Agreements”). The Repurchase Agreements contain various affirmative and negative covenants applicable to Tri Pointe Connect, including thresholds related to net worth, net income, liquidity, and profitability. As of December 31, 2025, Tri Pointe Connect had $90.6 million of outstanding debt related to the Repurchase Agreements at a weighted-average interest rate of 5.7%, and $109.4 million of remaining capacity under the Repurchase Agreements. Tri Pointe Connect was in compliance with all covenants and requirements as of December 31, 2025.
The following table provides a summary of Tri Pointe Connect’s Repurchase Agreements as of December 31, 2025 (dollars in thousands):
| Facility | Outstanding Balance | Facility Amount | Interest Rate | Expiration Date | Collateral (1) | ||||||||||||||||||||||||
| Warehouse A | $ | 72,604 | $ | 100,000 | Term SOFR + 1.75% | 4/22/2026 | Mortgage Loans | ||||||||||||||||||||||
| Warehouse B (2) | 17,966 | 50,000 | Term SOFR + 1.75% | 7/28/2026 | Mortgage Loans | ||||||||||||||||||||||||
| Warehouse B (2) | — | 50,000 | Term SOFR + 1.75% | On Demand | Mortgage Loans | ||||||||||||||||||||||||
| Total | $ | 90,570 | $ | 200,000 | |||||||||||||||||||||||||
(1) Mortgage loans held for sale consist of single-family residential loans collateralized by the underlying property. Generally, all of the loans originated by us are sold in the secondary mortgage market within 30 days after origination. As of December 31, 2025, mortgage loans held for sale had an aggregate fair value of $98.5 million.
(2) Warehouse B is a $100 million facility, of which $50 million is committed and $50 million is uncommitted.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.