United Homes Group (UHG) insider records merger-related cash-out of shares at $1.18
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
United Homes Group, Inc. ten percent owner Nieri Pennington W., through several trusts and LLCs, reported merger-related dispositions of Class A and Class B common stock back to the issuer. Under a merger with Stanley Martin Homes, each share was canceled and converted into a right to receive $1.18 in cash per share, less taxes.
Certain earn-out rights previously tied to Great Southern Homes were accelerated, delivering additional Class A and Class B shares for no extra consideration before they were also canceled for the same cash amount. Following these transactions, the reporting person continues to hold Class A shares directly, while most prior positions through trusts and LLCs were surrendered in exchange for cash.
Positive
- None.
Negative
- None.
Insights
Form 4 details merger cash-out of UHG equity at $1.18 per share.
The filing shows a change-of-control transaction where United Homes Group became a wholly owned subsidiary of Stanley Martin Homes, LLC. Each Class A and Class B share was canceled and converted into a cash right of $1.18 per share, less tax withholding.
For the reporting person, most positions in Class A and Class B stock held via trusts and LLCs were disposed of to the issuer, reflecting a cash-out rather than open-market selling. Some securities, including earn-out rights, were first converted into shares at no additional cost, then canceled for cash under the same terms.
This effectively terminates prior equity exposure tied to those vehicles and replaces it with cash consideration at a fixed price. Future disclosures in company filings may provide broader context around how the merger affects remaining shareholders and the company’s post-merger structure.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Nieri Pennington W.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 35,381 | $0.00 | -- |
| 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 B Common Stock | 725,215 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 35,381 | $0.00 | -- |
| Disposition | Class A Common Stock | 241,596 | $0.00 | -- |
| Disposition | Class A Common Stock | 197,860 | $0.00 | -- |
| Disposition | Class A Common Stock | 289,659 | $0.00 | -- |
| Disposition | Class A Common Stock | 83,332 | $0.00 | -- |
| Disposition | Class A Common Stock | 980,000 | $0.00 | -- |
Holdings After Transaction:
Rights to Receive Earn Out Shares — 0 shares (Direct, null);
Rights to Receive Earn Out Shares — 0 shares (Indirect, By PWN Trust 2018 dated 7/17/2018);
Class B Common Stock — 8,954,994 shares (Indirect, By PWN Trust 2018 dated 7/17/2018);
Class A Common Stock — 241,596 shares (Direct, null);
Class A Common Stock — 0 shares (Indirect, By Two Blue Stallions, LLC)
Footnotes (1)
- 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 A Common Stock for no additional consideration. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock, through the indirect ownership indicated, 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. Two Blue Stallions, LLC is a limited liability company of which the reporting person is the sole manager and that is 33% owned by PWN Trust 2021 dated 3/19/21 (the "PWN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.34% owned by the reporting person. The reporting person disclaims beneficial ownership of the Class A Common Stock held by Two Blue Stallions, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein. White Rock Investments, LLC is a limited liability company of which the reporting person is the sole manager and that is 50% owned by PWN Trust 2021, a family trust in which the reporting person is a co-trustee and beneficiary. The reporting person disclaims beneficial ownership of the Class A Common Stock held by White Rock Investments, LLC and indirectly by the PWN Trust 2021 except to the extent of his pecuniary interest therein. These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "PWN Trust 2018"), which is a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These shares are also indirectly owned by the reporting person, co-trustee and beneficiary of the PWN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. The reporting person is the trustee of the MPN Grandchildren's Trust 2023 Dated September 12, 2023 (the "Nieri Grandchild Trust"). Members of the reporting person's immediate family are among the beneficiaries of the Nieri Grandchild Trust. The reporting person disclaims beneficial ownership of the Class A Common Stock held by the Nieri Grandchild Trust except to the extent of his pecuniary interest therein.
Key Figures
Merger cash price: $1.18 per share
Disposition by Nieri Grandchild Trust: 980,000 shares Class A
Disposition by PWN Trust 2018: 83,332 shares Class A
+5 more
8 metrics
Merger cash price
$1.18 per share
Per Share Amount for each Class A and B share in merger
Disposition by Nieri Grandchild Trust
980,000 shares Class A
Issuer disposition on transaction date
Disposition by PWN Trust 2018
83,332 shares Class A
Issuer disposition on transaction date
Direct Class A position after grant
241,596 shares
Total Class A shares directly held following grant transaction
Grant of Class A shares
35,381 shares
Grant or award acquisition to reporting person
Grant of Class B shares via PWN Trust 2018
2,979,418 shares
Grant or award acquisition linked to earn-out
Earn-out rights restructuring
2,979,418 rights
Rights to receive earn-out shares adjusted in transaction J
Earn-out rights expiration
2028-03-30
Expiration date for rights to receive earn-out shares
Key Terms
Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Class B Common Stock, +2 more
6 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.
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.
Section 13(d) regulatory
"member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934"
disclaims beneficial ownership financial
"The reporting person disclaims beneficial ownership of the Class A Common Stock held by Two Blue Stallions, LLC"
FAQ
What insider activity did United Homes Group (UHG) report in this Form 4?
The Form 4 shows a ten percent owner and related entities disposing of Class A and Class B shares back to the issuer in connection with a merger, plus receiving some shares via earn-out acceleration before those shares were also canceled for cash consideration.
Which entities were involved in the United Homes Group (UHG) merger reported here?
The merger combined United Homes Group with Union MergeCo, Inc., a subsidiary of Stanley Martin Homes, LLC. MergeCo merged into United Homes Group, leaving United Homes Group as the surviving corporation and a wholly owned subsidiary of Stanley Martin Homes, as outlined in the merger agreement.
How were United Homes Group (UHG) earn-out rights treated in this insider filing?
Previously granted rights to receive earn-out shares became fixed earlier and were accelerated by the merger. The reporting person and related trust received additional Class A and Class B shares for no extra consideration, and those shares were then canceled and converted into the same $1.18 per share cash right.