United Homes Group (UHG) trust shares canceled in $1.18-per-share cash merger

Rhea-AI Filing Summary

PWN Trust 2018, a 10% owner of United Homes Group, Inc., reported restructuring its holdings in connection with a merger in which United Homes Group became a wholly owned subsidiary of Stanley Martin Homes, LLC. Each share of Class A and Class B Common Stock was canceled and converted into the right to receive $1.18 per share in cash, less taxes.

The Trust disposed of 83,332 shares of Class A Common Stock and 8,954,994 shares of Class B Common Stock back to the issuer as part of this cash-out transaction, leaving no reported holdings of those classes. It also received 2,979,418 shares of Class B Common Stock at no additional cost when previously fixed earn-out rights were accelerated by the merger.

Insights

Equity compensation and M&A specialist

Trust’s stake is cashed out in a merger-driven restructuring, not an open-market sale.

The reporting entity is PWN Trust 2018, a 10% owner. Its transactions reflect a change-of-control merger where United Homes Group became a subsidiary of Stanley Martin Homes, LLC and all Class A and Class B shares were converted into cash at $1.18 per share.

The Form 4 shows dispositions of 83,332 Class A and 8,954,994 Class B shares to the issuer, plus an acquisition of 2,979,418 Class B shares when fixed earn-out rights were accelerated. These are structural merger effects, not discretionary buying or selling.

After these steps, the filing reports no remaining Class A or Class B holdings or derivative positions for the Trust. The economic outcome is driven by the merger terms, including the cash Per Share Amount and earn-out acceleration, rather than ongoing trading views or portfolio rebalancing.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider PWN Trust 2018 dated 7/17/2018, Nieri Pennington W.

Role null | null

Type	Security	Shares	Price	Value
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	Class A Common Stock	83,332	$0.00	--

Holdings After Transaction: Rights to Receive Earn Out Shares — 0 shares (Direct, null); Class B Common Stock — 8,954,994 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Pennington W. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4. 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 B Common Stock 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.

Key Figures

Merger cash consideration: $1.18 per share Class A shares disposed: 83,332 shares Class B shares disposed: 8,954,994 shares +2 more

5 metrics

Merger cash consideration $1.18 per share Cash Per Share Amount for each Class A and Class B share

Class A shares disposed 83,332 shares Class A Common Stock canceled and converted to cash for the Trust

Class B shares disposed 8,954,994 shares Class B Common Stock canceled and converted to cash for the Trust

Earn-out Class B shares received 2,979,418 shares Shares issued for no additional consideration when earn-out accelerated

Earn-out right expiration March 30, 2028 Expiration date for rights to receive earn-out shares before acceleration

Key Terms

Disposition to issuer, Earn Out Shares, Agreement and Plan of Merger, Per Share Amount, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Earn Out Shares financial

"The right to receive the Earn Out Shares became fixed and irrevocable"

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.

Per Share Amount financial

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

wholly owned subsidiary financial

"the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary"

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^*

PWN Trust 2018 dated 7/17/2018

(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)

	Director	X	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)

	Form filed by One Reporting Person
X	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(1)	05/04/2026		D		83,332	D	(2)	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(3)	$0	05/04/2026		J(3)			2,979,418	(3)	03/30/2028	Class B Common Stock	2,979,418	(4)	0	D
Class B Common Stock	$0	05/04/2026		A(3)		2,979,418		(5)	(5)	Class A Common Stock	2,979,418	(6)	8,954,994	D
Class B Common Stock	$0	05/04/2026		D			8,954,994	(5)	(5)	Class A Common Stock	8,954,994	(6)	0	D

1. Name and Address of Reporting Person^*

PWN Trust 2018 dated 7/17/2018

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Nieri Pennington W.

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These shares are directly owned by PWN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Pennington W. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4.

2. 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").

3. 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.

4. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration.

5. 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.

6. 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.

	/s/ PWN Trust 2018 dated 7/17/2018, By Kathryn Simons through Power Attorney	05/06/2026
	/s/ Pennington W. Nieri, By Kathryn Simons through Power of Attorney	05/06/2026
	** 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 transactions did PWN Trust 2018 report for United Homes Group (UHG)?

PWN Trust 2018 reported disposing of 83,332 Class A and 8,954,994 Class B shares to the issuer and acquiring 2,979,418 Class B shares via accelerated earn-out rights. All actions occurred in connection with a cash merger, not open-market trading.

How much cash per share did United Homes Group (UHG) shareholders receive in the merger?

Each share of United Homes Group Class A and Class B Common Stock was canceled and converted into the right to receive $1.18 per share in cash, without interest and less applicable tax withholding, under the Agreement and Plan of Merger described in the Form 4 footnotes.

Did PWN Trust 2018 retain any United Homes Group (UHG) Class A or B shares after these Form 4 transactions?

No. The Form 4 shows total shares following the transactions as zero for both 83,332 Class A shares and 8,954,994 Class B shares. After the merger-related cancellations and cash conversion, the Trust no longer reports holdings in those classes or related derivatives.

What are the earn-out shares mentioned in the United Homes Group (UHG) Form 4?

The earn-out shares were rights received in an earlier merger involving Great Southern Homes, Inc. The right to earn-out shares became fixed on March 30, 2023 and, as a result of the later merger, was accelerated so PWN Trust 2018 received 2,979,418 Class B shares at no additional cost.

How are United Homes Group (UHG) Class B shares related to Class A shares in this filing?

Each Class B share is convertible into one Class A share at the holder’s election and has no expiration date. Under the merger agreement, every Class B share was canceled and converted into the same $1.18 per share cash consideration as Class A shares.