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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):
May 4, 2026
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 of 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.
Introductory Note
This Current Report on Form 8-K is being filed
in connection with the consummation on May 4, 2026 (the “Closing Date”) of the transactions contemplated by that certain Agreement
and Plan of Merger, dated as of February 22, 2026 (the “Merger Agreement”), by and among United Homes Group, Inc., a Delaware
corporation (the “Company”), Stanley Martin Homes, LLC, a Delaware limited liability company (“Parent”), and Union
MergeCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used
herein but not otherwise defined have the meaning set forth in the Merger Agreement.
On the Closing Date, pursuant to the Merger Agreement,
Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming
a wholly owned subsidiary of Parent (the “Surviving Corporation”).
At the effective time of the Merger (the “Effective
Time”), each share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”),
and Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock” and, together with Class
A Common Stock, the “Company Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time
(other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement or Dissenting Shares) was converted into the
right to receive cash in an amount equal to $1.18, without interest thereon (the “Per Share Amount”).
| Item 1.02 |
Termination of a Material Definitive Agreement. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Concurrently with the occurrence of the Effective
Time, the Company repaid all loans, indebtedness, and other obligations, terminated all credit commitments outstanding, and terminated
and released all guarantees in respect thereof and all liens on the assets and property of the Company and its applicable subsidiaries
securing such indebtedness, as applicable, under (i) that certain Second Amended and Restated Credit Agreement, dated as of August 10,
2023 (as amended from time to time), among the Company, Great Southern Homes, Inc., Rosewood Communities, Inc., Wells Fargo Bank, National
Association, the lenders party thereto and the other parties party thereto and (ii) that certain Credit Agreement, dated as of December
11, 2024 (as amended from time to time), among the Company, Great Southern Homes, Inc., Rosewood Communities, Inc., Kennedy Lewis Agency
Partners LLC, the lenders party thereto and the other parties party thereto.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, by virtue of the Merger,
the Company’s equity awards and other securities were treated as follows:
| · | Each Company Stock Option that was outstanding and unexercised
immediately prior to the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the
Effective Time (without regard to the exercise price of such Company Stock Option) in exchange for the right to receive a lump-sum cash
payment, less applicable tax withholdings, equal to the amount of the Option Consideration, if any, with respect to such Company Stock
Option, except that if the per-share exercise price of any such Company Stock Option was equal to or greater than the Per Share Amount,
such Company Stock Option was canceled and terminated without any cash payment being made in respect thereof; |
| · | Each Company RSU that was outstanding immediately prior to
the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the Effective Time in exchange
for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate
number of Shares subject to such Company RSU immediately before the Effective Time; and |
| · | Each Company PSU that was outstanding immediately prior to
the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the Effective Time in exchange
for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate
number of Shares subject to such Company PSU immediately before the Effective Time (with any performance-based goals deemed to be achieved
and satisfied at 100%). |
In connection with the Merger, immediately prior
to the Effective Time, the Company was required to issue 21,886,379 shares of Company Common Stock to satisfy its obligations in respect
of the Earn Out Shares, in accordance with the terms of the existing Business Combination Agreement, dated as of September 10, 2022, by
and among DiamondHead Holdings Corp., Hestia Merger Sub, Inc. and Great Southern Homes, Inc. and the existing Sponsor Support Agreement,
dated as of September 10, 2022, by and among DHP SPAC-II Sponsor LLC, DiamondHead Holdings Corp., and Great Southern Homes, Inc.
Additionally, in connection with the Merger, the
strike price of each Warrant was adjusted downwards in accordance with Section 4.4 of the existing Warrant Agreement, dated as of January
25, 2021, by and between DiamondHead Holdings Corp. and American Stock Transfer & Trust Company, LLC, and the strike price of each
Stock Warrant was adjusted downwards in accordance with Section 3.4 of the existing Warrant Purchase Agreement, dated as of January 28,
2022, by and between Clive R. G. (Tom) O’Grady and Great Southern Homes, Inc.
The foregoing description of the Merger and the
Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference
to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K,
filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 23, 2026. Such exhibit is incorporated
herein by reference.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, in connection with the consummation
of the Merger, the Surviving Corporation notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger
and requested that Nasdaq delist the Class A Common Stock and the Warrants. As a result, trading of the Class A Common Stock and the Warrants
on Nasdaq was suspended prior to the opening of trading on Nasdaq on the Closing Date. On the Closing Date, the Surviving Corporation
also requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting
of the Class A Common Stock and the Warrants from Nasdaq and the deregistration of the Class A Common Stock pursuant to Section 12(b)
of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, as amended, the “Exchange
Act”).
Following the effectiveness of the Form 25, the
Surviving Corporation intends to file with the SEC a certification and notice of termination on Form 15 to terminate the registration
of the Class A Common Stock and Warrants under Section 12(g) of the Exchange Act and suspend the Company’s reporting obligations
under Section 13 and Section 15(d) of the Exchange Act with respect to the Class A Common Stock and Warrants.
| Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth in the Introductory
Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Company Common Stock issued by the Company
on the Closing Date with respect to the Earn Out Shares (other than 1,571,089 shares of Company Common Stock that were previously registered
under the Securities Act of 1933, as amended (the “Securities Act”)) were issued pursuant to and in accordance with an exemption
from registration under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory
Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, the holders of shares of
Company Common Stock ceased to have any rights as stockholders of the Company, other than the right to receive the Per Share Amount.
| Item 5.01 |
Change in Control of Registrant. |
The information set forth in the Introductory
Note, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger,
at the Effective Time, a change in control of the Company occurred and Merger Sub was merged with and into the Company, with the Company
continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
In connection with the consummation of the Merger,
at the Effective Time, the Employment Agreement Amendment and Waiver, by and between the Company and Michael P. Nieri (the “Employment
Agreement Amendment and Waiver”), became effective. Accordingly, as of the Effective Time, Mr. Nieri’s employment terminated
and, pursuant to the Employment Agreement Amendment and Waiver, Mr. Nieri, among other things, waived his existing severance and change
of control entitlements (including the $6,000,000 cash severance payment payable in connection with a change in control and 60 months’
full healthcare coverage) and will instead receive a one-time cash payment of $675,000 (subject to execution of a release) and COBRA payments
for 18 months on the same basis provided to other executives of the Company. The Employment Agreement Amendment and Waiver also amended
the scope of certain restrictive covenants applicable to Mr. Nieri and his affiliates.
At the Effective Time, pursuant to the Merger
Agreement, Robert Dozier, Jr., Jason Enoch, Alan Levine and Michael Nieri, each of whom was a director of the Company as of immediately
prior to the Effective Time, ceased to be a director of the Company and a member of any committee of the Company’s Board of Directors
and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation.
Immediately after the Effective Time, John G.
(Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each
of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer of the Company and the officers
of Merger Sub immediately prior to the Effective Time were appointed as officers of the Surviving Corporation.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Effective upon completion of the Merger, the certificate
of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the
certificate of incorporation filed herewith as Exhibit 3.1. Such exhibit is incorporated by reference.
Effective upon completion of the Merger, the bylaws
of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed
herewith as Exhibit 3.2. Such exhibit is incorporated by reference.
On the Closing Date, Parent issued a press release
announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference.
On May 4, 2026, as a result of the Merger, in
accordance with the terms of the Warrants, each Warrant now represents only the right to purchase and receive, upon the terms and conditions
specified in the Warrants, the Merger Consideration. In addition, in connection with the consummation of the Merger, the warrant price
for each Warrant was temporarily reduced to, with respect to Public Warrants, $0.93, and with respect to Private Placement Warrants, $0.76,
effective from May 4, 2026 (the date this report was filed) until June 3, 2026. Following June 3, 2026, the warrant price will increase
back to an amount in excess of the Per Share Amount.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 2.1 |
Agreement and Plan of Merger, dated as of February 22, 2026, by and among United Homes Group, Inc.,
Union MergeCo, Inc. and Stanley Martin Homes, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed on February 23, 2026)* |
| |
|
| 3.1 |
Second Amended and Restated Certificate of Incorporation of United Homes Group, Inc. |
| |
|
| 3.2 |
Second Amended and Restated Bylaws of United Homes Group, Inc. |
| |
|
| 99.1 |
Press Release, dated May 4, 2026 |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
The schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC on a confidential basis upon request. |
|
SIGNATURES
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 thereunto duly authorized.
| |
United Homes Group, Inc. |
| |
|
| Date: May 4, 2026 |
By: |
/s/ Randy L. Kotler |
| |
Name: |
Randy L. Kotler |
| |
Title: |
Treasurer and Chief Financial Officer |
Exhibit 99.1
Stanley Martin Homes Completes Acquisition of
United Homes Group
Transaction Expands Presence Across High-Growth
Southeast Markets and
Strengthens Attainable Housing Platform
RESTON, VA & COLUMBIA, SC, May 4, 2026 — Stanley Martin Homes,
LLC (“Stanley Martin Homes”) and United Homes Group, Inc. (“United Homes”) today announced that Stanley Martin
Homes has completed its previously announced all-cash acquisition of United Homes for an enterprise value of approximately $221 million.
With the completion of the transaction, United Homes became a wholly-owned
subsidiary of Stanley Martin Homes. The transaction brings together two complementary homebuilders with a shared focus on delivering attainable
housing across high-growth markets in the Southeast. The combination expands Stanley Martin Homes’ regional footprint while strengthening
its ability to serve entry-level and first-time move-up buyers.
“This is an important milestone for Stanley Martin Homes,”
said Steve Alloy, President and Chief Executive Officer of Stanley Martin Homes. “The acquisition of United Homes is a meaningful
step forward in our ability to deliver affordably priced housing to more families across the Southeast.”
Effective today, United Homes’ common stock has ceased trading
on the Nasdaq Stock Market LLC. United Homes shareholders will receive $1.18 per share in cash for each share of United Homes common stock
they owned.
Market Impact
The acquisition significantly expands Stanley Martin Homes’ footprint
in South Carolina, one of the fastest-growing housing markets in the country. United Homes closed 1,192 homes in 2025 across Greenville,
Spartanburg, Clemson, Columbia, and Myrtle Beach, South Carolina, as well as Augusta, Georgia. These markets complement Stanley Martin
Homes’ existing operations and provide additional scale in regions with strong population and employment growth.
The United Homes acquisition is Stanley Martin Homes’ second
acquisition in the past year, following the purchase of the assets and operations of Windsor Homes in September 2025.
Advisors and Legal Representation
Vestra Advisors served as exclusive financial advisor to the Mergers
& Acquisitions Committee (the “Special Committee”) of the Board of United Homes. Paul, Weiss, Rifkind, Wharton & Garrison
LLP served as legal counsel to the Special Committee. Maynard Nexsen PC served as legal counsel to Stanley Martin Homes.
About Stanley Martin Homes
Stanley Martin Homes has been building new homes since 1966. Headquartered
in Reston, VA, Stanley Martin Homes is one of the nation’s fastest-growing homebuilders, having built more than 40,000 homes and
operating in 18 metropolitan areas and seven states, including Florida, Georgia, Maryland, North Carolina, South Carolina, Virginia, and
West Virginia. Named National Builder of the Year in 2021 by Builder Magazine, Stanley Martin Homes is driven to deliver on its mission
to “design and build homes people love at a price they can afford.” Equal Housing Opportunity.
Stanley Martin Homes is a subsidiary of the Daiwa House Group. The
Daiwa House Group is headquartered in Osaka and Tokyo, Japan and is one of the largest housing, construction, and development companies
in the world. For more information about Stanley Martin Homes and its neighborhoods, visit https://www.stanleymartin.com.
About United Homes Group
United Homes Group is a homebuilder headquartered in Columbia, South
Carolina focused on delivering attainable single-family homes across high-growth markets in the Southeast, primarily serving entry-level
and first-time move-up buyers. United Homes is now a wholly-owned subsidiary of Stanley Martin Homes.
Stanley Martin Homes
John Piedrahita
piedrahitajm@stanleymartin.com
703.964.5046
# # #
