United Homes Group (UHG) 10% owner exits via $1.18-per-share cash merger

Rhea-AI Filing Summary

MEN Trust 2018, a 10% owner of United Homes Group, Inc., reported transactions tied to the closing of a merger with Stanley Martin Homes, LLC. The trust disposed of 83,332 shares of Class A common stock to the issuer, with each Class A share canceled and converted into the right to receive $1.18 in cash per share, less applicable tax withholding.

The trust also disposed of 8,954,994 derivative shares of Class B common stock to the issuer and received 2,979,418 new Class B shares when its rights to earn-out shares were accelerated. Each Class B share was convertible into one Class A share and, under the merger terms, was likewise canceled and converted into the right to receive the same $1.18 per share cash consideration.

Insights

Equity capital markets analyst

Large insider position is cashed out via agreed merger terms, not market selling.

The reporting entity, MEN Trust 2018, is a 10% owner and member of a Section 13(d) group. Its Form 4 shows a disposition of Class A and Class B holdings back to the issuer at a fixed $1.18 per share as part of a completed merger.

These are D‑code dispositions to the issuer and derivative adjustments, not open‑market sales. The trust also received 2,979,418 Class B shares when earn‑out rights were accelerated, which were then canceled for the same cash consideration. Economically, this reflects merger consideration rather than discretionary trading.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider MEN Trust 2018 dated 7/17/2018, Lincks Maigan Nieri

Role null | null

Type	Security	Shares	Price	Value
Other	Rights to Receive Earn Out Shares	2,979,418	$0.00	--
Grant/Award	Class B Common Stock	2,979,418	$0.00	--
Disposition	Class B Common Stock	8,954,994	$0.00	--
Disposition	Class A Common Stock	83,332	$0.00	--

Holdings After Transaction: Rights to Receive Earn Out Shares — 0 shares (Direct, null); Class B Common Stock — 8,954,994 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. These shares are directly owned by MEN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Maigan Nieri Lincks, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Ms. Lincks has the same address as the Trust (as provided on page 1) and has filed a separate Form 4. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount"). The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date. Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.

Key Figures

Class A shares disposed: 83,332 shares Class B derivative shares disposed: 8,954,994 shares Earn-out related Class B shares acquired: 2,979,418 shares +1 more

4 metrics

Class A shares disposed 83,332 shares Disposition to issuer on May 4, 2026 for cash merger consideration

Class B derivative shares disposed 8,954,994 shares Disposition to issuer on May 4, 2026 tied to merger terms

Earn-out related Class B shares acquired 2,979,418 shares Class B shares received upon acceleration of Earn Out Shares at merger

Cash merger price per share $1.18 per share Per Share Amount paid in cash for each Class A and Class B share

Key Terms

Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Section 13(d) of the Exchange Act, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Per Share Amount financial

"converted into the right to receive cash in an amount equal to $1.18 per share... (the "Per Share Amount")."

Earn Out Shares financial

"The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023."

Section 13(d) of the Exchange Act regulatory

"a member of a "group" for purposes of Section 13(d) of the Exchange Act."

Class B Common Stock financial

"Each share of Class B Common Stock is convertible into one share of Class A Common Stock..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MEN Trust 2018 dated 7/17/2018

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock(1)	05/04/2026		D		83,332	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to Receive Earn Out Shares(3)	$0	05/04/2026		J(3)			2,979,418	(3)	03/30/2028	Class B Common Stock	2,979,418	(4)	0	D
Class B Common Stock	$0	05/04/2026		A(3)		2,979,418		(5)	(5)	Class A Common Stock	2,979,418	(6)	8,954,994	D
Class B Common Stock	$0	05/04/2026		D			8,954,994	(5)	(5)	Class A Common Stock	8,954,994	(6)	0	D

1. Name and Address of Reporting Person^*

MEN Trust 2018 dated 7/17/2018

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Lincks Maigan Nieri

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are directly owned by MEN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Maigan Nieri Lincks, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Ms. Lincks has the same address as the Trust (as provided on page 1) and has filed a separate Form 4.

2. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount").

3. The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023.

4. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration.

5. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date.

6. Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.

	/s/ MEN Trust 2018 dated 7/17/2018, By Kathryn Simons through Power of Attorney	05/06/2026
	/s/ Maigan Nieri Lincks, By Kathryn Simons through Power of Attorney	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MEN Trust 2018 report for United Homes Group (UHG)?

MEN Trust 2018 reported disposing of Class A and Class B common stock back to United Homes Group as part of a merger. The trust’s shares were canceled and converted into cash consideration, rather than sold on the open market, reflecting completion of the negotiated merger terms.

How much cash did United Homes Group (UHG) shareholders receive per share in this merger?

Each share of Class A common stock was canceled and converted into the right to receive $1.18 per share in cash, less applicable tax withholding. Under the merger agreement, each Class B share was treated equivalently and also converted into the right to receive the same $1.18 cash amount.

What happened to MEN Trust 2018’s Class A and Class B shares of United Homes Group (UHG)?

The trust’s 83,332 Class A shares and 8,954,994 Class B derivative shares were disposed of to the issuer under the merger. All such shares were canceled and converted into the right to receive the agreed $1.18 per share cash merger consideration from the acquiring parent entity.

What are the Earn Out Shares mentioned in the United Homes Group (UHG) Form 4?

The Earn Out Shares were rights received earlier in connection with the merger of Great Southern Homes into United Homes Group. These rights became fixed on March 30, 2023, and were later accelerated, giving the reporting person 2,979,418 Class B shares for no additional consideration at the closing merger.

How were United Homes Group (UHG) Class B shares treated in the merger?

Each Class B common share was convertible into one Class A common share and had no expiration. Under the merger agreement, every Class B share was canceled and converted into the right to receive the same $1.18 per share cash amount as Class A, aligning economic treatment across both classes.