United Homes Group (UHG) Co-COO exits equity as merger pays $1.18 per share
Rhea-AI Filing Summary
United Homes Group Co-Chief Operating Officer Ray Shelton III reported merger-related changes to his equity holdings. Under a merger agreement, each share of Class A Common Stock was canceled and converted into the right to receive $1.18 per share in cash, less tax withholding.
Shelton disposed of 325,223 shares of Class A Common Stock to the issuer, leaving him with no reported Class A shares afterward. In connection with prior earn-out rights, he acquired 128,487 Class A shares for no additional consideration when earn-out shares were accelerated at closing, which were also subject to the same cash treatment.
Multiple derivative awards were eliminated as part of the merger. Performance stock units covering a total of 70,000 underlying shares were canceled in exchange for a cash payment based on the $1.18 per share amount. Several stock option grants totaling more than 490,000 underlying shares at exercise prices between $2.80 and $11.64 were canceled without any cash payment. After these transactions, the filing shows no remaining listed derivative positions.
Positive
- None.
Negative
- None.
Insights
All reported transactions are merger-driven cancellations or cash-outs, not open-market trading.
The filing shows how United Homes Group handled executive equity for Co-Chief Operating Officer Ray Shelton III at the closing of a merger. Each Class A share converted into the right to receive $1.18 in cash, while most derivative awards were canceled or cashed out.
Shelton’s 325,223 Class A shares were disposed to the issuer in exchange for the merger consideration. Earn-out rights over 128,487 shares were accelerated, delivering shares for no extra cost that then shared the same cash treatment. These are mechanical outcomes of the merger terms, not discretionary buys or sells.
On the derivative side, performance stock units covering 70,000 shares converted into a lump-sum cash payment using the $1.18 per-share amount, while stock options over more than 490,000 shares at exercise prices from $2.80 to $11.64 were terminated without payment. With 0 shares and no listed derivatives remaining, this Form 4 primarily documents the cleanup of his equity position at the merger’s effective time.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 128,487 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 70,959 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 209,346 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 105,000 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 105,000 | $0.00 | -- |
| Disposition | Performance Stock Units | 35,000 | $0.00 | -- |
| Disposition | Performance Stock Units | 35,000 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 128,487 | $0.00 | -- |
| Disposition | Class A Common Stock | 325,223 | $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. 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
Key Terms
Agreement and Plan of Merger regulatory
performance stock units ("PSUs") financial
Effective Time regulatory
