[Form 4] United Homes Group, Inc. Insider Trading Activity
Rhea-AI Filing Summary
United Homes Group, Inc. Chief Administrative Officer Clive R.G. O'Grady reported equity transactions tied to the company’s merger with 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 in cash per share, less tax withholding.
O'Grady showed a disposition of 372,427 Class A shares to the issuer and a matching award of 372,427 shares, reflecting mechanics of the merger and related earn-out. Performance stock units covering 22,500 shares were canceled in exchange for a cash payment based on the $1.18 per-share amount, while stock options over 265,841 shares were canceled without any cash payment. Rights to receive 372,427 earn-out shares were accelerated, resulting in receipt of Class A shares for no additional consideration before conversion into the merger cash.
Positive
- None.
Negative
- None.
Insights
O'Grady’s Form 4 reflects merger-related equity cancellations and cash-out, not market trading.
The filing shows how United Homes Group, Inc. equity awards for Chief Administrative Officer Clive R.G. O'Grady were settled in connection with the merger into Stanley Martin Homes, LLC. Each Class A share was converted into a right to receive $1.18 in cash, aligning insider treatment with common shareholders.
Key elements are mechanical. O'Grady’s 372,427 shares were effectively cashed out, performance stock units over 22,500 shares became a lump-sum cash payment based on the same per-share price, and stock options on 265,841 shares were canceled with no payment. Rights to receive 372,427 earn-out shares were accelerated into actual shares, then into cash under the merger terms.
Because these are issuer dispositions, grant entries, and award cancellations driven by the merger agreement rather than open-market buying or selling, they mainly document how existing compensation was settled. The informational value lies in confirming the $1.18 cash consideration and the fact that O'Grady no longer holds derivatives after these actions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 372,427 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 130,841 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 67,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 67,500 | $0.00 | -- |
| Disposition | Performance Stock Units | 22,500 | $0.00 | -- |
| Disposition | Performance Stock Units | 22,500 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 372,427 | $0.00 | -- |
| Disposition | Class A Common Stock | 372,427 | $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%).
