United Homes Group (NYSE: UHG) director equity and options canceled in $1.18-per-share merger

Rhea-AI Filing Summary

United Homes Group, Inc. director Jason A. Enoch reported transactions tied to a cash merger in which each share of Class A Common Stock was canceled and converted into the right to receive $1.18 per share, less applicable tax withholding.

In connection with the merger, he disposed of 42,190 shares of Class A Common Stock and no shares remained directly held afterward. Several stock options covering 34,000, 34,000, 50,000 and 35,479 shares with exercise prices from $2.80 to $11.64 per share were canceled and terminated without any cash payment. Rights to receive 17,690 earn-out shares became fixed earlier, were accelerated by the merger, and converted into Class A Common Stock for no additional consideration before being cashed out under the same merger terms.

Insights

Equity compensation and M&A specialist

Director’s equity and options were effectively cashed out or canceled in a $1.18-per-share merger.

The transactions show how United Homes Group, Inc. handled director equity in a change-of-control event. Each Class A share converted into a right to receive $1.18 in cash, while multiple option grants with exercise prices between $2.80 and $11.64 were canceled without payment.

Economically, only the in-the-money common stock participated in the merger consideration; the disclosed options had no value at the Per Share Amount and were terminated. The acceleration and settlement of 17,690 earn-out rights into shares for no extra consideration reflects standard treatment of contingent awards when a merger closes.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Enoch Jason A.

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	42,190	$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 — 42,190 shares (Direct, null)

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 consideration per share: $1.18 per share Common shares disposed: 42,190 shares Earn-out rights: 17,690 shares +4 more

7 metrics

Merger cash consideration per share $1.18 per share Per Share Amount for each Class A Common Stock share

Common shares disposed 42,190 shares Class A Common Stock canceled and converted into cash right

Earn-out rights 17,690 shares Rights to receive Earn Out Shares accelerated and settled

Option strike price 1 $2.80/share Stock option canceled, expiring 2032-01-19

Option strike price 2 $4.42/share Stock option canceled, expiring 2035-01-22

Option strike price 3 $7.16/share Stock option canceled, expiring 2034-02-26

Option strike price 4 $11.64/share Stock option canceled, expiring 2033-05-25

Key Terms

Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Disposition to issuer, +2 more

6 terms

Agreement and Plan of Merger financial

"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

"to receive cash in an amount equal to $1.18 per share ... (the "Per Share Amount")"

Earn Out Shares financial

"The Reporting Person received these securities in connection with the merger ... The right to receive the Earn Out Shares became fixed"

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for several stock and option entries"

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" for multiple derivative transactions"

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^*

Enoch Jason A.

(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)	42,190	D
Class A Common Stock	05/04/2026		D		42,190	D	(1)	0	D

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/ Jason A. Enoch, 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 insider activity did United Homes Group (UHG) director Jason Enoch report?

He reported disposing of 42,190 shares of Class A Common Stock and several stock option awards in connection with a merger paying $1.18 per share in cash. After these transactions, he no longer directly held United Homes Group Class A shares or the related options.

What cash consideration did United Homes Group (UHG) shareholders receive in the merger?

Each share of United Homes Group Class A Common Stock was canceled and converted into the right to receive $1.18 per share in cash, less applicable tax withholding. This amount, called the Per Share Amount, applied to all such shares involved in the merger transaction.

What happened to Jason Enoch’s United Homes Group stock options in this Form 4?

Multiple stock options covering 34,000, 34,000, 50,000 and 35,479 United Homes Group shares, with exercise prices from $2.80 to $11.64, were canceled and terminated under the merger agreement with no cash payment made in respect of those options.

What are the earn-out share rights mentioned for United Homes Group (UHG)?

They were rights to receive 17,690 Earn Out Shares that arose from an earlier merger involving Great Southern Homes, Inc. These rights became fixed on March 30, 2023, were accelerated by the later merger, and converted into Class A shares for no additional consideration before being cashed out.

Does Jason Enoch still hold United Homes Group (UHG) shares after these transactions?

No. The Form 4 shows total shares following the disposition of Class A Common Stock as 0. His options referenced in the filing were also canceled without payment under the merger agreement, so he no longer directly holds the reported United Homes Group equity awards.

What merger structure affected United Homes Group (UHG) director equity in this filing?

An Agreement and Plan of Merger combined United Homes Group with a subsidiary of Stanley Martin Homes, LLC, making the company a wholly owned subsidiary. In this transaction, each Class A share converted into a right to receive $1.18 per share in cash, less applicable tax withholding.