United Homes Group (UHG) insider records $1.18 cash-out merger and earn-out share acceleration
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
United Homes Group, Inc. insider Lincks Maigan Nieri reported multiple transactions tied to the closing of a merger in which United Homes Group became a wholly owned subsidiary of Stanley Martin Homes, LLC. 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 in cash per share, before tax withholding.
Entities associated with Nieri, including MEN Trust 2018, White Rock Investments, LLC and Two Blue Stallions, LLC, disposed of shares to the issuer in the merger and related clean-up transactions, while MEN Trust 2018 and Nieri also received new Class A and Class B shares and rights to earn-out shares for no additional consideration as previously fixed earn-out rights were accelerated.
Positive
- None.
Negative
- None.
Insights
Filing records cash-out merger at $1.18 per share and related clean-up of Nieri’s positions.
The filing shows United Homes Group completing a merger with Stanley Martin Homes, LLC’s affiliate, after which United Homes Group became a wholly owned subsidiary. Each Class A and Class B share held through entities associated with Lincks Maigan Nieri was canceled for a cash right of $1.18 per share.
Several positions, including Class A and Class B Common Stock and stock options, were disposed of to the issuer, while previously negotiated Earn Out Shares became fixed and were accelerated, giving MEN Trust 2018 and Nieri additional Class A and Class B shares and related rights for no extra payment. These are merger-driven, compensation and capital-structure adjustments rather than open‑market trading, so they mainly document the economic terms of the take‑private transaction without indicating discretionary buying or selling.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Lincks Maigan Nieri
Role
null
| 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 | 144,830 | $0.00 | -- |
| Disposition | Class A Common Stock | 83,332 | $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 MEN Trust 2018 dated 7/17/2018);
Class B Common Stock — 8,954,994 shares (Indirect, By MEN Trust 2018 dated 7/17/2018);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Class A Common Stock — 52,979 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. 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 MNL Trust 2021 dated 3/19/21 (the "MNL 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 MNL Trust 2021 except to the extent of her pecuniary interest therein. White Rock Investments, LLC is a limited liability company that is 25% owned by MNL 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 MNL Trust 2021, except to the extent of her pecuniary interest therein. These shares are directly owned by MEN Trust 2018 dated 7/17/2018 (the "MEN 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 MEN Trust 2018 and also a member of the "group" for purposes of Section 13(d) of the Exchange Act.
Key Figures
Per Share Merger Cash Price: $1.18 per share
Class A Shares Disposed via MEN Trust 2018: 83,332 shares
Class A Shares Disposed via White Rock Investments: 144,830 shares
+5 more
8 metrics
Per Share Merger Cash Price
$1.18 per share
Cash paid for each Class A and Class B share in merger
Class A Shares Disposed via MEN Trust 2018
83,332 shares
Indirect Class A Common Stock disposition to issuer
Class A Shares Disposed via White Rock Investments
144,830 shares
Indirect Class A Common Stock disposition to issuer
Class A Shares Disposed via Two Blue Stallions
197,801 shares
Indirect Class A Common Stock disposition to issuer
Direct Class A Shares Disposed
52,979 shares
Direct Class A Common Stock disposition to issuer
Stock Options Canceled
5,975 options at $2.80
Option to buy Class A Common Stock canceled with no cash
Class B Shares Disposed via MEN Trust 2018
8,954,994 shares
Indirect Class B Common Stock disposition to issuer
Earn-Out Rights MEN Trust 2018
2,979,418 rights
Rights to receive earn-out shares linked to Class B stock
Key Terms
Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Rights to Receive 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.
Section 13(d) of the Securities Exchange Act of 1934 regulatory
"member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934..."
Section 13(d) of the Securities Exchange Act of 1934 is a U.S. rule that requires anyone who buys more than 5% of a public company’s shares to publicly disclose who they are, how many shares they own, and their intentions toward the company. For investors, this is like a neighborhood alert when someone acquires a large stake in a building: it reveals potential changes in control or strategy that could affect the stock’s price, governance, or future direction.
Disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
FAQ
What did the United Homes Group (UHG) Form 4 for Lincks Maigan Nieri report?
The Form 4 reports merger-related transactions where Nieri’s direct and indirect holdings in United Homes Group were canceled or adjusted. Shares were converted into the right to receive $1.18 per share in cash, and certain earn-out rights were accelerated into additional shares at no extra cost.
How were Lincks Maigan Nieri’s indirect holdings treated in the UHG merger?
Indirect holdings through entities like MEN Trust 2018, White Rock Investments, LLC, and Two Blue Stallions, LLC were canceled and converted into cash rights at $1.18 per share. Footnotes explain Nieri’s roles in these entities and note that beneficial ownership is disclaimed beyond her pecuniary interest.
What is the significance of the Class B Common Stock in the UHG Form 4?
Each share of Class B Common Stock was convertible into one Class A share with no expiration. In the merger, each Class B share was canceled and converted into the right to receive the same $1.18 cash Per Share Amount, aligning Class B economics with Class A at closing.
What happened to United Homes Group stock options held by Lincks Maigan Nieri?
A stock option covering 5,975 shares of Class A Common Stock at a $2.80 exercise price was canceled in connection with the merger. Footnotes state the option was terminated under the merger agreement without any cash payment being made in respect of the option.