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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):
February 22, 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.
Item 1.01 Entry into a Material Definitive Agreement.
On February 22, 2026, United Homes Group, Inc., a
Delaware corporation (the “Company,” “we,” “us,” or “our”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Stanley Martin Homes, LLC, a Delaware limited liability company (“Parent”)
and Union MergeCo, Inc., a Delaware corporation (“Merger Sub”) and a direct, wholly owned subsidiary of Parent (“Merger
Sub” and, together with Parent, the “Buyer Parties”). Pursuant to the Merger Agreement, Merger Sub will merge with and
into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”).
Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement.
A Mergers & Acquisitions Committee (the “Special
Committee”) of independent and disinterested members of the Company’s Board of Directors (the “Board”) has, among
other things, unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (the “Transactions”),
including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders and (b) recommended
that the Board adopts and approves the Merger Agreement and the Transactions, including the Merger. Thereafter, the Board unanimously
(i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests
of the Company and the Company’s stockholders, (ii) adopted and approved the Merger Agreement and the Transactions, including the
Merger, and declared that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests
of the Company and the Company’s stockholders, (iii) directed that the Merger Agreement be submitted to the stockholders of the
Company for its adoption and (iv) recommended that the stockholders of the Company adopt the Merger Agreement and approve the Merger
in accordance with the General Corporation Law of the State of Delaware (the “DGCL”).
The Merger is expected to be completed in the second
quarter of 2026, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement.
Effect on Capital Stock
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 is 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) will be converted into the right
to receive cash in an amount equal to $1.18, without interest thereon (the “Per Share Amount”).
Treatment of Company Equity Awards & Other
Securities
The Merger Agreement also provides that, at the Effective
Time, by virtue of the Merger:
| (i) | each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested,
will be 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 is equal to or greater than the Per Share Amount, such Company Stock Option will be canceled and terminated without any cash
payment being made in respect thereof; and |
| (ii) | each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be 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 |
| (iii) | each Company PSU that is outstanding immediately
prior to the Effective Time, whether vested or unvested, will be 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 will be required to issue 21,866,379 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 the Sponsor Support Agreement, dated as of September 10, 2022, by and among DHP SPAC-II Sponsor LLC, DiamondHead
Holdings Corp., Inc., and Great Southern Homes, Inc.
Additionally, in connection with the Merger, the strike price of each
Warrant will be 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
will be 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.
If the Merger is consummated, the Company Common Stock will be delisted
from Nasdaq Global Market of the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder (collectively, as amended, the “Exchange Act”) as promptly as practicable following the
Effective Time.
Delivery of Stockholder Written Consent
Following the execution of the Merger Agreement,
on February 22, 2026, Michael P. Nieri and certain of his affiliates, who collectively hold approximately 70% of the total voting power
of the outstanding Shares of Company Common Stock, executed and delivered to the Company a written consent (the “Written Consent”)
adopting the Merger Agreement and approving the Transactions, including the Merger. As a result of the execution and delivery of the Written
Consent, the holders of at least a majority of the outstanding shares of Company Common Stock with the right to vote thereon have adopted
and approved the Merger Agreement. The delivery of the Written Consent constituted the necessary approvals of stockholders for the approval
of the Merger, subject to the other conditions set forth in the Merger Agreement (as further described below).
Conditions to the Merger
Consummation of the Merger is subject to certain customary conditions
set forth in the Merger Agreement, including, but not limited to (i) the Company receiving the Written Consent (which has been satisfied,
as described above), (ii) the absence of any governmental authority of competent authority issuing any order, enacting a law or other
legal restraint that makes consummation of the Merger illegal or otherwise prohibited, (iii) the accuracy of the representations and warranties
of the parties made in the Merger Agreement, subject to applicable materiality qualifiers, (iv) the performance by each party of its covenants
and agreements set forth in the Merger Agreement in all material respects, and (v) absence of any Company Material Adverse Effect since
the date of the Merger Agreement that has occurred that is continuing. Consummation of the Merger is not subject to any financing condition.
Non-Solicitation
From the date of the Merger
Agreement until the earlier to occur of the termination of the Merger Agreement and the receipt of the requisite stockholder approval
(which has already been obtained via the Written Consent), the Company will be subject to customary restrictions on its ability to (i)
initiate, solicit, facilitate or knowingly encourage Acquisition Proposals from third parties, (ii) engage in, continue or otherwise participate
in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the Company and its subsidiaries
to, any third party in connection with, or for the purpose of facilitating or knowingly encouraging the making of any Acquisition Proposal,
(iii) approve, endorse, recommend, execute or enter into any letter of intent, acquisition agreement, agreement in principle, memorandum
of understanding or similar contract with respect to an Acquisition Proposal or an Alternative Acquisition Agreement, (iv) grant access
to the properties, books, records or personnel of the Company or its subsidiaries to any person who the Company has reason to believe
is considering making, or has made, an Acquisition Proposal, (v) grant any waiver, amendment or release under any standstill or confidentiality
agreement or (vi) approve, authorize or agree to do any of the foregoing, in each case, subject to limited exceptions.
Termination and Fees
The
Merger Agreement contains certain termination rights for the Company, on the one hand, and the Buyer Parties, on the other hand, including,
without limitation, that, subject to certain limitations, the Company or Parent may terminate the Merger Agreement if the Merger is not
consummated by 11:59 p.m. Eastern Time, on August 22, 2026 (the “End Date”). Upon termination of the Merger Agreement under
specified circumstances, including, without limitation, if the Merger Agreement is terminated (i) due to the Company willfully
and materially breaching its representations, warranties or covenants in a manner that
would result in certain closing conditions not being satisfied and is incapable of being cured by the End Date (or, if capable of being
cured, is not cured within a 30-day cure period) or (ii) under certain circumstances and prior to such termination, an Acquisition
Proposal for an Acquisition Transaction is publicly known and not publicly withdrawn and, within twelve months after the date of such
termination, an Acquisition Transaction is consummated or the Company enters into an agreement providing for the consummation of an Acquisition
Transaction, the Company will be required to pay Parent a termination fee of $4,000,000.
In addition, Parent will be required
to pay the Company a termination fee of $4,000,000 if the Merger Agreement is terminated in certain circumstances, including, without
limitation, (i) due to Parent or Merger Sub willfully and materially breaching its representations, warranties or covenants that does
or would have a Parent Material Adverse Effect and is incapable of being cured by the End Date (or, if capable of being cured, is not
cured within a 30-day cure period) or (ii) because all conditions to the Merger have been satisfied or waived (subject to customary exceptions)
and the Buyer Parties fail to consummate the Merger after receiving written notification from the Company.
Other Terms of the Merger Agreement
The Company also made customary representations and warranties in the
Merger Agreement and agreed to customary covenants regarding the operation of the business of the Company and its subsidiaries prior to
the consummation of the Merger.
The foregoing description of the Merger Agreement and the Merger contemplated
thereby 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, which is attached as Exhibit 2.1 and is incorporated by reference herein. The Merger Agreement has been included to provide
investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent,
Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement
were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the
Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the
date of the Merger Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures. The
Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company,
Parent and Merger Sub and the Merger that will be contained in or attached as an annex to the information statement that the Company intends
to file in connection with the Merger, as well as in the other filings that the Company will make with the U.S. Securities and Exchange
Commission (the “SEC”). The Company expects to file the information statement as promptly as practicable.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22,
2026, the Company entered into an Employment Agreement Amendment and Waiver with Mr. Nieri (the “Employment Agreement Amendment
and Waiver”), which amends certain provisions of the existing employment agreement, dated October 1, 2024, by and between the Company
and Mr. Nieri, with effect as of, and contingent upon the occurrence of, the consummation of the Merger at the Effective Time. Pursuant
to the Employment Agreement Amendment and Waiver, Mr. Nieri has agreed, among other things, to waive 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). Instead, Mr. Nieri will receive a one-time cash payment of $675,000 (which remains 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 amends the scope of certain restrictive covenants applicable to Mr. Nieri and his affiliates.
Item 7.01 Regulation FD Disclosure.
On February 23, 2026, the Company and Parent jointly
issued a press release announcing their entry into the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated by reference herein.
The information provided pursuant to this Item 7.01,
including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated
by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference
in any such filings.
Cautionary Statement Regarding Forward-Looking Statements
This report includes certain disclosures which contain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to those statements related
to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger, including
the delisting from Nasdaq and deregistration under the Exchange Act the timing of the foregoing. In
most cases, these statements can be identified by forward-looking words such as “predict,” “continue,” anticipate,”
“believe,” “confidence,” “could,” “estimate,” “expect,” “guidance,”
“intend,” “may,” “plan,” “potential,” “outlook,” “should,” and
“would,” or the negative of such terms and similar words or expressions that refer to future events or outcomes. These forward-looking
statements, including statements regarding the Merger, are based largely on information currently available to the Company’s management
and management’s current expectations and assumptions and are subject to various risks and uncertainties. If one or more of these
or other risks or uncertainties materialize, or if underlying assumptions prove to be incorrect, actual results may differ materially
from historical results or those expressed or implied by such forward-looking statements. Although the Company believes its expectations
are based on reasonable estimates and assumptions, they are not guarantees of performance. There is no assurance that our expectations
will occur or that the Company’s estimates or assumptions will be correct, and the Company cautions investors and all others not
to place undue reliance on such forward-looking statements.
Important factors, risks and uncertainties that could cause actual
results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the Merger
on the anticipated terms and timing, including the satisfaction of conditions to the completion of the Merger; (ii) potential litigation
relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of any
outcomes related thereto; (iii) the risk that disruptions from the Merger (including the ability of certain counterparties to terminate
or amend contracts upon a change of control) will harm the Company’s business, including current plans and operations, including
during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel; (v) the
diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction
and integration matters; (vi) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the Merger; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance;
(ix) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities
or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks
of war or hostilities or pandemics and other public health issues, as well as management’s response to any of the aforementioned
factors; (xi) global economic, political, legislative, regulatory and market conditions (including competitive pressures), including the
effects of tariffs, inflation and foreign currency exchange rate fluctuations around the world; (xii) the possibility that the Merger
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company
to pay a termination fee; (xiv) the risk that the Company’s stock price may decline significantly if the Merger is not consummated;
and (xv) those risks and uncertainties set forth under the headings “Cautionary Note Regarding Forward Looking Statements”
and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form
10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the
SEC from time to time, which are available via the SEC’s website at www.sec.gov.
There can be no assurance that the Merger will be completed, or if
it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should
be read in conjunction with the other forward-looking statements. All subsequent written and oral forward-looking statements concerning
the Merger or other matters addressed in this report and attributable to the Company or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to herein. The forward-looking statements relate only to
events as of the date on which the statements are made. The Company does not undertake to update, and expressly disclaims any obligation
to update, any of its forward-looking statements, whether resulting from circumstances or events that arise after the date the statements
are made, new information, or otherwise, unless required by law.
Important Additional Information and Where to Find It
This
report is being made in connection with the pending Merger. The Company plans to file an information statement on Schedule 14C for its
stockholders with respect to the Merger. The information statement will be mailed to stockholders of the Company. This report does not
constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS
ARE URGED TO READ THE INFORMATION STATEMENT AND ANY OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER. Stockholders will be able to obtain, free of charge, copies of such documents filed by the Company when filed with the SEC
in connection with the Merger at the SEC’s website (http://www.sec.gov). In addition, the Company’s stockholders will
be able to obtain, free of charge, copies of such documents filed by the Company at the Company’s website (ir.unitedhomesgroup.com)
or by e-mailing the Company’s Investor Relations department at investors@unitedhomesgroup.com. Alternatively, these documents,
when available, can be obtained free of charge from the Company upon written request by mail to United Homes Group, Inc., Investor Relations,
917 Chapin Road, Chapin, South Carolina 29036.
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.* |
| 99.1 |
|
Joint Press Release dated February 23, 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: February 23, 2026 |
By: |
/s/ Keith Feldman |
| |
Name: |
Keith Feldman |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Stanley Martin Homes to Acquire United Homes
Group
All-Cash Transaction Values United Homes
at Enterprise Value of $221 Million
RESTON, Va. and COLUMBIA, S.C., February 23, 2026 – Stanley
Martin Homes, LLC (“Stanley Martin”) and United Homes Group, Inc. (NASDAQ: UHG) (“United Homes”) today announced
that they have entered into a definitive agreement under which Stanley Martin will acquire United Homes in an all-cash transaction that
represents an enterprise value of approximately $221 million.
Under the terms of the agreement, United Homes shareholders will receive
$1.18 per share in cash. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions.
“Stanley Martin’s mission statement is ‘To design
and build homes people love at a price they can afford,’” said Steve Alloy, Chief Executive Officer of Stanley Martin. “The
combination of Stanley Martin and United Homes is a big step forward to deliver new housing at affordable prices to more prospective homebuyers.”
“This transaction delivers immediate and certain cash value to
our shareholders while aligning United Homes with a highly respected, well-capitalized builder in Stanley Martin,” said Jack Micenko,
Chief Executive Officer of United Homes Group. “We are proud of the platform our team has built and believe this combination represents
the best outcome for our shareholders and an outstanding opportunity for our employees, trade partners and customers.”
Transaction Details
Under the terms of the agreement, Stanley Martin will acquire all outstanding
shares of United Homes for $1.18 per share in cash. The transaction has been approved by the Mergers & Acquisitions Committee (the
“Special Committee”) and Board of Directors of United Homes.
Upon completion of the transaction, United Homes Group will become
a subsidiary of Stanley Martin Homes and will no longer be publicly traded.
Advisors
Vestra Advisors served as exclusive financial advisor to the Special
Committee of the Board of United Homes Group.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to the Special Committee of the Board of United Homes Group.
Maynard Nexsen is acting as legal counsel to Stanley Martin.
About Stanley Martin Homes
Stanley Martin Homes is a leading homebuilder across the Mid-Atlantic
and Southeast regions of the United States. The majority of its business is serving the entry-level homebuyer segment, followed by first-time
move-up buyers and the age-targeted/restricted purchaser segment.
About United Homes Group
United Homes Group is a publicly traded 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.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain disclosures which contain
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including but not limited to those statements related to the merger of the wholly-owned subsidiary of Stanley Martin
with and into United Homes (the “Company”), with the Company continuing as the surviving corporation and becoming a
wholly-owned subsidiary of Stanley Martin (the “Merger”), including financial estimates and statements as to the
expected timing, completion and effects of the Merger, including the delisting from Nasdaq and deregistration under the Exchange Act
the timing of the foregoing. In most cases, these statements can be identified by
forward-looking words such as “predict,” “continue,” anticipate,” “believe,”
“confidence,” “could,” “estimate,” “expect,” “guidance,”
“intend,” “may,” “plan,” “potential,” “outlook,” “should,”
and “would,” or the negative of such terms and similar words or expressions that refer to future events or outcomes.
These forward-looking statements, including statements regarding the Merger, are based largely on information currently available to
the Company’s management and management’s current expectations and assumptions and are subject to various risks and
uncertainties. If one or more of these or other risks or uncertainties materialize, or if underlying assumptions prove to be
incorrect, actual results may differ materially from historical results or those expressed or implied by such forward-looking
statements. Although the Company believes its expectations are based on reasonable estimates and assumptions, they are not
guarantees of performance. There is no assurance that our expectations will occur or that the Company’s estimates or
assumptions will be correct, and the Company cautions investors and all others not to place undue reliance on such forward-looking
statements.
Important factors, risks and uncertainties that could cause actual
results to differ materially from such plans, estimates or expectations include but are not limited to: (i) the completion of the Merger
on the anticipated terms and timing, including the satisfaction of conditions to the completion of the Merger; (ii) potential litigation
relating to the Merger that could be instituted against the Company or its directors, managers or officers, including the effects of any
outcomes related thereto; (iii) the risk that disruptions from the Merger (including the ability of certain counterparties to terminate
or amend contracts upon a change of control) will harm the Company’s business, including current plans and operations, including
during the pendency of the Merger; (iv) the ability of the Company to retain and hire key personnel; (v) the
diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction
and integration matters; (vi) potential adverse reactions or changes to business relationships resulting from the announcement
or completion of the Merger; (vii) legislative, regulatory and economic developments; (viii) potential business uncertainty, including
changes to existing business relationships, during the pendency of the Merger that could affect the Company’s financial performance;
(ix) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities
or strategic transactions; (x) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks
of war or hostilities or pandemics and other public health issues, as well as management’s response to any of the aforementioned
factors; (xi) global economic, political, legislative, regulatory and market conditions (including competitive pressures), including the
effects of tariffs, inflation and foreign currency exchange rate fluctuations around the world; (xii) the possibility that the Merger
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring the Company
to pay a termination fee; (xiv) the risk that the Company’s stock price may decline significantly if the Merger is not consummated;
and (xv) those risks and uncertainties set forth under the headings “Cautionary Note Regarding Forward Looking Statements”
and “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form
10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the
Securities and Exchange Commission (the “SEC”) from time to time, which are available via the SEC’s website at www.sec.gov.
There can be no assurance that the Merger will be completed, or if
it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should
be read in conjunction with the other forward-looking statements. All subsequent written and oral forward-looking statements concerning
the Merger or other matters addressed in this communication and attributable to the Company or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements contained or referred to herein. The forward-looking statements relate only to
events as of the date on which the statements are made. The Company does not undertake to update, and expressly disclaims any obligation
to update, any of its forward-looking statements, whether resulting from circumstances or events that arise after the date the statements
are made, new information, or otherwise, unless required by law.
Important Additional Information and Where to Find It
This communication is being made in connection with the pending Merger.
The Company plans to file an information statement on Schedule 14C for its stockholders with respect to the Merger. The information statement
will be mailed to stockholders of the Company. This communication does not constitute an offer to sell or the solicitation of an offer
to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS ARE URGED TO READ THE INFORMATION STATEMENT AND ANY OTHER
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will be able to obtain, free
of charge, copies of such documents filed by the Company when filed with the SEC in connection with the Merger at the SEC’s website
(http://www.sec.gov). In addition, the Company’s stockholders will be able to obtain, free of charge, copies of such documents filed
by the Company at the Company’s website (ir.unitedhomesgroup.com) or by e-mailing the Company’s Investor Relations department
at investors@unitedhomesgroup.com. Alternatively, these documents, when available, can be obtained free of charge from the Company
upon written request by mail to United Homes Group, Inc., Investor Relations, 917 Chapin Road, Chapin, South Carolina 29036.
