United Homes (UHG) chair’s shares, options and PSUs settled in $1.18-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
United Homes Group Executive Chairman Michael P. Nieri reported equity dispositions and award adjustments tied to the company’s merger with Stanley Martin Homes, LLC. Under the merger, 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.
Class B Common Stock, which was convertible 1-for-1 into Class A, was also canceled for the same cash amount. Stock options were terminated without payment, while performance stock units were canceled in exchange for a lump-sum cash payment equal to the $1.18 per-share amount multiplied by the PSUs’ underlying shares, with performance goals deemed achieved at 100%.
Positive
- None.
Negative
- None.
Insights
All of Nieri’s reported equity positions were cashed out or canceled as part of the merger.
The filing shows that Michael P. Nieri’s Class A and Class B shares, options, and performance share units were settled under a change-of-control structure. Each Class A share received $1.18 in cash, while performance stock units were converted into cash using the same per-share amount.
Stock options with exercise prices of $4.42, $6.96, and $11.64 per share were canceled without payment under the merger agreement, eliminating those upside-leverage instruments. This aligns his reported equity exposure with the cash consideration received at closing rather than ongoing ownership.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Nieri Michael P.
Role
Executive Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 9,496,897 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 9,496,897 | $0.00 | -- |
| Disposition | Class B Common Stock | 27,818,830 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 654,206 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 337,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 168,854 | $0.00 | -- |
| Disposition | Performance Share Units | 112,500 | $0.00 | -- |
| Disposition | Class A Common Stock | 1,271,328 | $0.00 | -- |
| Disposition | Class A Common Stock | 500,000 | $0.00 | -- |
Holdings After Transaction:
Rights to Receive Earn Out Shares — 0 shares (Direct, null);
Class B Common Stock — 27,818,830 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Performance Share Units — 0 shares (Direct, null);
Class A Common Stock — 0 shares (Direct, null);
Class A Common Stock — 0 shares (Indirect, See Footnote 9.)
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 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. 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 1 be achieved and satisfied at 100%). Includes 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse. Consists of 500,000 shares of Class A Common Stock owned by the reporting person's spouse.
Key Figures
Merger cash per share: $1.18 per share
Indirect Class A shares disposed: 500,000 shares
Direct Class A shares disposed: 1,271,328 shares
+5 more
8 metrics
Merger cash per share
$1.18 per share
Cash paid for each share of Class A Common Stock
Indirect Class A shares disposed
500,000 shares
Class A shares owned by spouse and canceled in merger
Direct Class A shares disposed
1,271,328 shares
Directly held Class A Common Stock canceled for cash
Class B shares disposed
27,818,830 shares
Class B Common Stock canceled and converted to $1.18 per-share cash
Class B shares acquired
9,496,897 shares
Class B received from accelerated Earn Out rights before cancellation
Performance share units canceled
112,500 units
PSUs converted into cash at $1.18 per underlying share
Options canceled at $4.42 strike
168,854 options
Stock options terminated without payment under merger
Options canceled at $6.96 and $11.64
337,500 and 654,206 options
Additional stock options canceled without cash payment
Key Terms
Agreement and Plan of Merger, Per Share Amount, performance stock units ("PSUs"), Earn Out Shares, +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.
performance stock units ("PSUs") financial
"the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment..."
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
FAQ
What does Michael P. Nieri’s Form 4 for United Homes Group (UHG) show?
The Form 4 shows that Michael P. Nieri’s reported United Homes Group equity holdings were settled in connection with a merger, with Class A and Class B shares canceled for cash and his options and performance share units either terminated or paid out under the merger terms.
What happened to United Homes Group (UHG) performance stock units held by Michael P. Nieri?
His performance stock units were canceled for a lump-sum cash payment equal to $1.18 per share multiplied by the number of underlying Class A shares, with all performance goals deemed achieved at 100%, and the cash amount subject to applicable tax withholding under the merger terms.
How were United Homes Group (UHG) stock options held by Michael P. Nieri handled?
Stock options with exercise prices of $4.42, $6.96, and $11.64 per share were canceled and terminated pursuant to the merger agreement, with no cash payment made in respect of those options, effectively eliminating those derivative positions at closing.