United Homes Group insider clears 1.5M shares in merger
United Homes Group, Inc. completed a merger in which each share of Class A Common Stock was canceled and converted into the right to receive cash of $1.18 per share, less tax withholding.
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
United Homes Group, Inc. completed a merger in which each share of Class A Common Stock was canceled and converted into the right to receive cash of $1.18 per share, less tax withholding. Ten percent owner Robyn Nieri disposed of a total of 1,521,328 Class A shares to the issuer in connection with this merger, leaving no reported Class A holdings after the transactions.
Insider Trade Summary
Disposition: 1,521,328 shares
Disposition
2 txns
Insider
Nieri Robyn
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 1,121,328 | $0.00 | $0.00 |
| Disposition | Class A Common Stock | 400,000 | $0.00 | $0.00 |
Holdings After Transaction:
Class A Common Stock — 0 shares (Direct);
Class A Common Stock — 0 shares (Indirect, See Footnote 3.)
Holdings Before and After:
Class A Common Stock, 1,121,328 to 0 shares (Direct);
Class A Common Stock, 400,000 to 0 shares (Indirect, See Footnote 3.)
Footnotes (3)
- F1. 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").
- F2. Consists of (i) 500,000 shares of Class A Common Stock directly owned by the reporting person, who may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act, and (ii) 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse, who may also be deemed to be a member of the "group" for purposes of Section 13(d) of the Exchange Act.
- F3. Consists of 400,000 shares of Class A Common Stock owned by the reporting person's spouse.
Key Figures
Per Share Merger Cash Amount: $1.18 per share
Direct and Joint Shares Before Merger: 1,121,328 shares
Spouse-owned Shares: 400,000 shares
+2 more
5 metrics
Per Share Merger Cash Amount
$1.18 per share
Cash paid for each Class A Common Stock share in merger
Direct and Joint Shares Before Merger
1,121,328 shares
Class A shares directly owned or in joint account before disposition
Spouse-owned Shares
400,000 shares
Class A shares owned by reporting person’s spouse
Total Shares Disposed
1,521,328 shares
Class A shares surrendered to issuer in merger-related disposition
Shares After Transaction
0 shares
Total Class A Common Stock reported following the dispositions
Key Terms
Agreement and Plan of Merger, Per Share Amount, wholly owned subsidiary, Section 13(d) of the Exchange Act, +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.
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.
Section 13(d) of the Exchange Act regulatory
"may be deemed to be a member of a "group" for purposes of Section 13(d) of the Exchange Act"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does the United Homes Group (UHG) Form 4 filing show for Robyn Nieri?
The Form 4 shows that ten percent owner Robyn Nieri disposed of 1,521,328 shares of United Homes Group Class A Common Stock to the issuer. These dispositions occurred in connection with a merger, leaving no reported Class A shares owned after the transactions.
What merger is referenced in the United Homes Group (UHG) Form 4 footnotes?
The footnotes reference an Agreement and Plan of Merger among United Homes Group, Stanley Martin Homes, LLC as Parent, and Union MergeCo, Inc. Merger Sub merged into the issuer, which became a wholly owned subsidiary of Parent following the merger’s completion.
How were Robyn Nieri’s and spouse’s United Homes Group (UHG) holdings described before the merger?
Footnotes state Nieri directly owned 500,000 shares and held 621,328 shares in a joint account with a spouse. Another 400,000 shares were owned by the spouse. All these Class A shares were subject to cancellation and cash conversion in the merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
