United Homes Group (UHG) 10% holder records $1.18-per-share merger cash-out
Rhea-AI Filing Summary
United Homes Group, Inc. insider Patrick Michael Nieri reported multiple transactions tied to the closing of a merger with Stanley Martin Homes. Under the merger agreement, each share of Class A and Class B common stock was canceled and converted into the right to receive $1.18 per share in cash, before taxes.
Entities associated with Nieri, including PMN Trust 2018, White Rock Investments, LLC and Two Blue Stallions, LLC, disposed of Class A and Class B shares to the issuer, while also receiving accelerated “Earn Out” shares for no additional consideration. One stock option covering 5,975 Class A shares at $2.80 per share was canceled without payment.
Following these issuer-related dispositions and awards, Nieri directly holds 52,979 shares of Class A Common Stock, and PMN Trust 2018 is shown with 8,954,994 Class B shares, subject to the merger cash-out terms.
Positive
- None.
Negative
- None.
Insights
Filing records merger cash-out mechanics for a 10% holder.
This Form 4 documents how a major holder’s positions in United Homes Group (UHG) were treated at the closing of a merger with Stanley Martin Homes. Common shares and Class B shares held through trusts and LLCs were canceled in exchange for $1.18 per share in cash.
The filing also shows acceleration of Earn Out rights into additional Class A and B shares, which were similarly subject to the cash consideration, and the cancellation of a stock option to buy 5,975 Class A shares at $2.80 with no payout. These are largely mechanical merger effects rather than discretionary market trades.
Because the merger and consideration terms are defined by the agreement, the transactions mainly clarify how Nieri’s and related entities’ economic interests were converted into cash, rather than signaling a change in sentiment. Future company filings may provide broader post-merger financial context.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 2,979 | $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 | Stock Option (Right to Buy) | 5,975 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 2,979 | $0.00 | -- |
| Disposition | Class A Common Stock | 52,979 | $0.00 | -- |
| Disposition | Class A Common Stock | 197,801 | $0.00 | -- |
| Disposition | Class A Common Stock | 144,829 | $0.00 | -- |
| Disposition | Class A Common Stock | 83,332 | $0.00 | -- |
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. Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof. Two Blue Stallions, LLC is a limited liability company that is 33% owned by PMN Trust 2021 dated 3/19/21 (the "PMN Trust 2021"), of which the reporting person is a co-trustee and beneficiary, and 0.33% 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 PMN Trust 2021 except to the extent of his pecuniary interest therein. White Rock Investments, LLC is a limited liability company that is 25% owned by PMN 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 PMN Trust 2021 except to the extent of his pecuniary interest therein. These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "PMN 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 PMN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
Section 13(d) regulatory
pecuniary interest financial
