United Homes Group (UHG) director equity cashed out in $1.18-per-share merger

Rhea-AI Filing Summary

United Homes Group director Alan D. Levine reported transactions tied to the cash merger with Stanley Martin Homes. Each share of Class A Common Stock was canceled and converted into the right to receive $1.18 per share in cash, before taxes, under the merger agreement.

Levine disposed of 463,190 directly held shares and 437,500 shares held by his spouse back to the issuer as part of this merger consideration, leaving no reported Class A holdings after the transactions. Several stock option awards covering an aggregate of 153,479 shares at exercise prices between $2.80 and $11.64 were canceled without any cash payment. An earn-out right for 17,690 shares, previously fixed in 2023, was accelerated; Levine received the shares for no additional consideration and they were then cashed out at the same merger price.

Insights

Equity compensation and M&A specialist

Director’s equity was cashed out in a merger, not sold on the market.

The filing shows Alan D. Levine disposing of Class A shares and options in connection with United Homes Group’s merger into a subsidiary of Stanley Martin Homes, LLC. Under the merger agreement, each common share converted into the right to receive $1.18 in cash.

Levine returned 463,190 directly held shares and 437,500 spouse-held shares to the issuer, plus multiple stock option grants over 153,479 shares with exercise prices from $2.80 to $11.64. The options were canceled with no cash paid, and an earn-out right over 17,690 shares was accelerated and paid out in stock then cash.

Because these are dispositions to the issuer driven by a signed merger agreement, they function as closing mechanics rather than discretionary market trades. Future company filings after the February 22, 2026 merger agreement and the March 30, 2023 earn-out vesting date may provide additional post-merger ownership details at the parent level.

Insider Trade Summary

8 transactions reported

Mixed 8 txns

Insider Levine Alan D.

Role null

Type	Security	Shares	Price	Value
Other	Rights to Receive Earn Out Shares	17,690	$0.00	--
Disposition	Stock Option (Right to Buy)	35,479	$0.00	--
Disposition	Stock Option (Right to Buy)	50,000	$0.00	--
Disposition	Stock Option (Right to Buy)	34,000	$0.00	--
Disposition	Stock Option (Right to Buy)	34,000	$0.00	--
Grant/Award	Class A Common Stock	17,690	$0.00	--
Disposition	Class A Common Stock	463,190	$0.00	--
Disposition	Class A Common Stock	437,500	$0.00	--

Holdings After Transaction: Rights to Receive Earn Out Shares — 0 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 463,190 shares (Direct, null); Class A Common Stock — 0 shares (Indirect, By spouse)

Footnotes (1)

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.

Key Figures

Merger cash price: $1.18 per share Direct shares disposed: 463,190 shares Spouse-held shares disposed: 437,500 shares +4 more

7 metrics

Merger cash price $1.18 per share Cash consideration for each Class A Common Share under merger agreement

Direct shares disposed 463,190 shares Class A Common Stock held directly by Levine, disposed to issuer

Spouse-held shares disposed 437,500 shares Class A Common Stock held by spouse, disposed to issuer

Earn-out shares 17,690 shares Earn-out right fixed March 30, 2023, accelerated and paid out at merger

Options canceled (low strike) 35,479 shares at $2.80 Stock option grant terminated without payment under merger agreement

Options canceled (mid strike) 34,000 shares at $4.42 Stock option grant terminated without payment under merger agreement

Options canceled (high strike) 50,000 shares at $11.64 Stock option grant terminated without payment under merger agreement

Key Terms

Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Disposition to issuer, +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

"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."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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.

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^*

Levine Alan D.

(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)

X	Director		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)

X	Form filed by One Reporting Person
	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	05/04/2026		A(3)		17,690	A	(3)	463,190	D
Class A Common Stock	05/04/2026		D		463,190	D	(1)	0	D
Class A Common Stock	05/04/2026		D		437,500	D	(1)	0	I	By spouse

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(2)	$0	05/04/2026		J(3)			17,690	(2)	03/30/2028	Class A Common Stock	17,690	(3)	0	D
Stock Option (Right to Buy)	$2.8	05/04/2026		D			35,479	(4)	01/19/2032	Class A Common Stock	35,479	(4)	0	D
Stock Option (Right to Buy)	$11.64	05/04/2026		D			50,000	(4)	05/25/2033	Class A Common Stock	50,000	(4)	0	D
Stock Option (Right to Buy)	$7.16	05/04/2026		D			34,000	(4)	02/26/2034	Class A Common Stock	34,000	(4)	0	D
Stock Option (Right to Buy)	$4.42	05/04/2026		D			34,000	(4)	01/22/2035	Class A Common Stock	34,000	(4)	0	D

Explanation of Responses:

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").

2. 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.

3. 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.

4. Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.

	/s/ Alan D. Levine, By Kathryn Simons, through Power of Attorney	05/05/2026
	** 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 did United Homes Group (UHG) director Alan D. Levine report in this Form 4?

He reported dispositions of United Homes Group Class A shares and stock options as part of the company’s merger into a Stanley Martin Homes subsidiary. All reported equity positions were either cashed out at $1.18 per share or canceled with no payment.

At what price were United Homes Group (UHG) shares cashed out in the merger?

Each Class A Common Share was canceled and converted into the right to receive $1.18 in cash per share, before tax withholding and without interest. This fixed merger consideration applied to Levine’s directly held, spouse-held and earn-out related shares.

How many United Homes Group (UHG) shares tied to Alan D. Levine were disposed in this filing?

The filing reports 463,190 directly held Class A shares and 437,500 shares held by his spouse disposed back to the issuer. An additional 17,690 earn-out shares were issued for no extra cost, then also effectively cashed out under the merger terms.

What happened to Alan D. Levine’s United Homes Group (UHG) stock options?

Several stock option awards over 153,479 underlying shares, with exercise prices from $2.80 to $11.64 and expirations through 2035, were canceled and terminated under the merger agreement. No cash payment was made in respect of these options at cancellation.

What are the earn-out shares mentioned in the United Homes Group (UHG) Form 4?

The earn-out shares relate to rights Levine received when Great Southern Homes merged into a United Homes Group subsidiary. His right to 17,690 earn-out shares became fixed in March 2023 and was accelerated by the merger, resulting in stock and then cash at $1.18 per share.