UHG sets 100% salary retention for execs; directors resign Nov 7

United Homes Group (UHG) announced board changes and executive retention plans.

Rhea-AI Filing Summary

United Homes Group (UHG) announced board changes and executive retention plans. Directors Nikki Haley and James M. Pirrello resigned effective November 7, 2025. To maintain continuity while evaluating three independent director candidates, directors Robert Dozier Jr., Jason Enoch, and Alan Levine will remain beyond November 14, 2025 to help the company stay compliant with Nasdaq Listing Rule 5605.

UHG entered into Retention Agreements on November 6, 2025 with its CEO and President John G. (Jack) Micenko, CFO Keith Feldman, and General Counsel Erin Reeves McGinnis. Each executive will receive a cash retention payment equal to 100% of 2025 base salary. If employment ends before March 31, 2026 due to termination by the company for Cause or by the executive other than for Good Reason, the executive must repay a pro rata portion of the after‑tax value.

Insights

Corporate governance analyst

Board transitions paired with executive retention; governance continuity emphasized.

UHG confirms two director resignations effective November 7, 2025 and signals interim continuity by having three directors remain past November 14, 2025. This approach aims to maintain committee and independence requirements under Nasdaq Listing Rule 5605 while the company evaluates three independent candidates identified by the Executive Chairman.

The company also executed retention agreements with the CEO, CFO, and General Counsel, each providing a cash payment equal to 100% of 2025 base salary. These payments are conditioned by a clawback: if employment ends before March 31, 2026 under specified circumstances, a pro rata after‑tax repayment applies.

Overall, these measures formalize leadership stability during a board refresh. Actual impact on operations depends on timely director appointments and adherence to the retention conditions disclosed.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which United Homes Group (UHG) directors resigned and when?

Nikki Haley and James M. Pirrello resigned from the board effective November 7, 2025.

How is UHG maintaining Nasdaq governance compliance during the transition?

Directors Robert Dozier Jr., Jason Enoch, and Alan Levine will remain beyond November 14, 2025 to support compliance with Nasdaq Listing Rule 5605.

What executive retention payments did UHG approve?

The CEO, CFO, and General Counsel will each receive a cash retention payment equal to 100% of 2025 base salary.

What are the clawback terms for UHG’s retention agreements?

If employment ends before March 31, 2026 due to termination by the company for Cause or by the executive other than for Good Reason, a pro rata after‑tax repayment is required.

Who are the executives covered by UHG’s retention agreements?

John G. (Jack) Micenko (CEO and President), Keith Feldman (CFO), and Erin Reeves McGinnis (General Counsel and Corporate Secretary).

Is there an exhibit detailing the retention terms?

Yes. Exhibit 10.1 is the Form of Executive Officer Retention Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/07/2025 - 04:08 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 06, 2025

UNITED HOMES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39936

85-3460766

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

917 Chapin Road Chapin, South Carolina			29036
(Address of principal executive offices)			(Zip Code)

(844) 766-4663

Registrant’s telephone number, including area code

N/A

(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 to 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

Class A Common Shares, par value $0.0001 per share

UHG

The Nasdaq Stock Market LLC

Warrants, each exercisable for one Class A Common Share for $11.50 per share

UHGWW

The Nasdaq Stock Market LLC

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

Emerging growth company x

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. o

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignations

As previously announced by United Homes Group, Inc. (the “Company,” “our,” or “we”) in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2025 (the “Prior 8-K”), directors Nikki Haley and James M. Pirrello, among others, announced their intention to resign from the board of directors (the “Board”) of the Company, effective no later than November 14, 2025. For further information, readers should refer to the Prior 8-K, together with the accompanying exhibits, all of which are incorporated herein by this reference. Effective as of November 7, 2025, Ambassador Haley and Mr. Pirrello resigned from the Board.

Subsequent to the filing of the Prior 8-K, the Company has identified and is reviewing the independence of three director candidates identified by Michael Nieri, the Company’s Executive Chairman and a continuing director. In light of the Company’s status with respect to appointment of replacement directors, directors Robert Dozier Jr., Jason Enoch, and Alan Levine informed the Company of their willingness to remain on the Board and applicable committees beyond November 14, 2025, to ensure an orderly transition as director candidates are identified and recruited in order to maintain compliance with the requirements under Nasdaq Listing Rule 5605.

Retention Program

On November 6, 2025, the Company entered into Retention Agreements (each, a “Retention Agreement”) with John G. (Jack) Micenko, the Company’s Chief Executive Officer and President, Keith Feldman, the Company’s Chief Financial Officer, and Erin Reeves McGinnis, the Company’s General Counsel and Corporate Secretary (each, a “Participant”). Pursuant to the terms of the Retention Agreements, each Participant shall be paid a cash retention amount equal to 100% of their respective 2025 base salaries (the “Retention Payment”). In the event a Participant’s employment with the Company is terminated prior to March 31, 2026, such Participant will be required to repay to the Company a pro rata portion of the after-tax value of the Retention Payment, provided that such termination is by the Company for Cause or by the Participant other than for Good Reason (each term as defined in the respective employment agreements of the Participants, previously filed by the Company with the SEC).

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Retention Agreement which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.						Description
10.1						Form of Executive Officer Retention Agreement
104						Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURE

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: November 7, 2025

			United Homes Group, Inc.
			By:			/s/ Keith Feldman
			Name:			Keith Feldman
			Title:			Chief Financial Officer