United Homes Group (UHG) CFO reports $1.18-per-share cash-out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
United Homes Group, Inc. Chief Financial Officer Keith A. Feldman reported equity changes tied to the completion of a merger in which the company became a wholly owned subsidiary of Stanley Martin Homes, LLC. In the merger, each share of Class A common stock was canceled and converted into the right to receive $1.18 per share in cash, before tax withholding.
Feldman disposed of 271,711 shares of Class A common stock to the issuer and no shares remained directly held afterward. Performance stock units tied to Class A common stock were canceled in exchange for a lump-sum cash payment based on the same $1.18 Per Share Amount, with performance goals deemed achieved at 100%. Several stock option awards and rights to receive earn-out shares were also terminated or accelerated pursuant to the merger terms, with certain awards canceled without any cash payment.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Feldman Keith A.
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 85,537 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 235,514 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 120,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 120,000 | $0.00 | -- |
| Disposition | Performance Stock Units | 40,000 | $0.00 | -- |
| Disposition | Performance Stock Units | 40,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 85,537 | $0.00 | -- |
| Disposition | Class A Common Stock | 271,711 | $0.00 | -- |
Holdings After Transaction:
Rights to Receive Earn Out Shares — 0 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Performance Stock Units — 0 shares (Direct, null);
Class A Common Stock — 271,711 shares (Direct, null)
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. Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof. Pursuant to the Merger Agreement, the performance stock units ("PSUs") were canceled 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 of Class A common stock subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to be achieved and satisfied at 100%).
Key Figures
Per Share Amount: $1.18 per share
Common Shares Disposed: 271,711 shares
Earn-out Rights: 85,537 shares
+5 more
8 metrics
Per Share Amount
$1.18 per share
Cash consideration for each Class A common share in merger
Common Shares Disposed
271,711 shares
Class A common stock returned to issuer in merger
Earn-out Rights
85,537 shares
Rights to receive earn-out shares tied to Class A common
PSUs Tranche 1
40,000 units
Performance stock units canceled for cash at $1.18 per share
PSUs Tranche 2
40,000 units
Additional PSUs canceled for cash in merger
Stock Option Strike 1
$4.42 per share
120,000-share option canceled without cash payment
Stock Option Strike 2
$6.96 per share
120,000-share option canceled without cash payment
Stock Option Strike 3
$11.64 per share
235,514-share option canceled without cash payment
Key Terms
Agreement and Plan of Merger, Per Share Amount, performance stock units, earn out shares, +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.
performance stock units financial
"the performance stock units were canceled in exchange for the right to receive a lump-sum cash payment"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
stock option financial
"the option was canceled and terminated without any cash payment being made in respect thereof"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
wholly owned subsidiary financial
"the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
What did UHG CFO Keith A. Feldman report in this Form 4 filing?
He reported merger-related changes to his United Homes Group equity. His Class A common shares were canceled for cash, performance stock units were cashed out at the Per Share Amount, and several stock option and earn-out awards were terminated or accelerated under the merger agreement.
What happened to Keith A. Feldman’s performance stock units at UHG?
His performance stock units were canceled in exchange for a lump-sum cash payment. The cash was calculated as the $1.18 Per Share Amount multiplied by the number of Class A shares underlying the units, with performance goals deemed achieved and satisfied at 100% under the merger terms.
How were UHG stock options held by the CFO treated in the merger?
Stock options held by Keith A. Feldman, covering Class A common stock at exercise prices including $4.42, $6.96, and $11.64, were canceled and terminated pursuant to the merger agreement. No cash payment was made in respect of these options when they were canceled at the transaction’s closing.
Did the UHG CFO retain any derivative awards after the merger transactions?
The Form 4 shows derivative awards, including performance stock units, stock options, and earn-out rights, either canceled for cash based on the $1.18 Per Share Amount or terminated without payment. The derivative summary is empty, indicating no remaining derivative positions are reported in this filing after the merger’s effect.