United Homes Group (NYSE: UHG) CEO equity awards canceled, PSUs paid cash

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

United Homes Group, Inc. CEO and President John G. Micenko Jr. reported the disposition to the issuer of multiple equity awards tied to a completed merger in which the company became a wholly owned subsidiary of Stanley Martin Homes, LLC. Performance stock units covering 53,750 shares of Class A common stock with a 2035-01-22 expiration and another 53,750 shares with a 2034-02-16 expiration were canceled. Stock options on 161,250 shares at $4.42, 161,250 shares at $6.96, and 314,019 shares at $11.68 were also terminated. According to the merger terms, the options were canceled without any cash payment, while the performance stock units were converted into a right to receive a lump-sum cash payment based on a defined Per Share Amount, less applicable taxes, with performance goals deemed achieved at 100%.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Micenko John G. Jr.

Role CEO & President

Type	Security	Shares	Price	Value
Disposition	Stock Option (Right to Buy)	314,019	$0.00	--
Disposition	Stock Option (Right to Buy)	161,250	$0.00	--
Disposition	Stock Option (Right to Buy)	161,250	$0.00	--
Disposition	Performance Stock Units	53,750	$0.00	--
Disposition	Performance Stock Units	53,750	$0.00	--

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null)

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 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%).

Key Figures

Performance stock units disposed: 53,750 units Performance stock units disposed: 53,750 units Stock options canceled: 161,250 options at $4.42 +2 more

5 metrics

Performance stock units disposed 53,750 units Underlying Class A shares, expiration 2035-01-22

Performance stock units disposed 53,750 units Underlying Class A shares, expiration 2034-02-16

Stock options canceled 161,250 options at $4.42 Exercise price, expiration 2035-01-22

Stock options canceled 161,250 options at $6.96 Exercise price, expiration 2034-02-16

Stock options canceled 314,019 options at $11.68 Exercise price, expiration 2033-07-17

Key Terms

Performance Stock Units, Agreement and Plan of Merger, Per Share Amount, Effective Time, +1 more

5 terms

Performance Stock Units financial

"the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

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.

Effective Time regulatory

"subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to be achieved)"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 09:10 PM

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

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^*

Micenko John G. Jr.

(Last)

(First)

(Middle)

917 CHAPIN ROAD

(Street)

CHAPIN

SOUTH CAROLINA

290636

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & President

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.68	05/04/2026		D			314,019	⁽¹⁾	07/17/2033	Class A Common Stock	314,019	⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.96	05/04/2026		D			161,250	⁽¹⁾	02/16/2034	Class A Common Stock	161,250	⁽¹⁾	0	D
Stock Option (Right to Buy)	$4.42	05/04/2026		D			161,250	⁽¹⁾	01/22/2035	Class A Common Stock	161,250	⁽¹⁾	0	D
Performance Stock Units	⁽²⁾	05/04/2026		D			53,750	⁽²⁾	02/16/2034	Class A Common Stock	53,750	⁽²⁾	0	D
Performance Stock Units	⁽²⁾	05/04/2026		D			53,750	⁽²⁾	01/22/2035	Class A Common Stock	53,750	⁽²⁾	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 the option was canceled and terminated without any cash payment being made in respect thereof.

2. 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%).

	/s/ John G. Micenko Jr., By Kathryn Simons through Power of Attorney	05/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did United Homes Group (UHG) report for its CEO?

United Homes Group CEO John G. Micenko Jr. reported dispositions of performance stock units and stock options. These derivative awards were canceled or converted into cash rights in connection with a merger that made the company a wholly owned subsidiary of Stanley Martin Homes, LLC.

How were United Homes Group (UHG) CEO stock options treated in the merger?

The CEO’s stock options on Class A common stock were canceled and terminated with no cash payment. This included options on 161,250 shares at $4.42, 161,250 shares at $6.96, and 314,019 shares at $11.68, all disposed as part of the merger terms.

What happened to United Homes Group (UHG) CEO performance stock units?

The CEO’s performance stock units were canceled and replaced with a right to receive a lump-sum cash payment. The payment equals a defined Per Share Amount multiplied by the PSUs’ underlying shares, less tax withholdings, with performance goals deemed achieved at 100% immediately before the merger’s effective time.

What merger triggered these United Homes Group (UHG) insider award changes?

An Agreement and Plan of Merger combined United Homes Group with Union MergeCo, Inc., making the company a wholly owned subsidiary of Stanley Martin Homes, LLC. This merger caused the cancellation of the CEO’s stock options and the cash-settlement treatment of his performance stock units.

Did United Homes Group (UHG) CEO retain these derivative awards after the transactions?

No. Following the reported transactions, the Form 4 shows zero derivative shares remaining for the disposed options and performance stock units. The options were terminated, and the performance stock units were converted into a right to receive a lump-sum cash payment under the merger agreement.