United Homes Group (UHG) EVP reshapes stock, options and PSUs in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
United Homes Group, Inc. executive vice president of sales Robert Earl Penny Jr. reported merger-related changes to his equity holdings. In connection with a merger in which each share of Class A common stock was canceled for the right to receive $1.18 per share in cash, 20,670 shares of Class A common stock were disposed of to the issuer and then 20,670 new Class A shares were granted or awarded, leaving him with 20,670 shares held directly.
Multiple derivative awards were also restructured. Performance stock units covering 17,500 shares each under two grants were canceled and converted into a lump-sum cash right equal to the Per Share Amount of $1.18 multiplied by the PSUs’ underlying shares, with performance goals deemed achieved at 100%. Several stock option grants covering 52,500, 52,500, 104,673 and 41,455 shares at exercise prices of $4.42, $6.96, $11.64 and $2.80 were canceled without any cash payment. Rights to receive 20,670 earn-out shares were treated as an “other” transaction and were accelerated under the merger, resulting in receipt of Class A shares for no additional consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Penny Robert Earl Jr.
Role
Executive VP - Sales
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 20,670 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 41,455 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 104,673 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 52,500 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 52,500 | $0.00 | -- |
| Disposition | Performance Stock Units | 17,500 | $0.00 | -- |
| Disposition | Performance Stock Units | 17,500 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 20,670 | $0.00 | -- |
| Disposition | Class A Common Stock | 20,670 | $0.00 | -- |
Holdings After Transaction:
Rights to Receive Earn Out Shares — 0 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Performance Stock Units — 0 shares (Direct, null);
Class A Common Stock — 20,670 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 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. 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
Cash merger consideration: $1.18 per share
Common shares disposed: 20,670 shares
Common shares granted: 20,670 shares
+5 more
8 metrics
Cash merger consideration
$1.18 per share
Per Share Amount for each Class A common share in merger
Common shares disposed
20,670 shares
Class A common stock canceled and converted to cash right
Common shares granted
20,670 shares
Class A common stock awarded after merger-related restructuring
PSUs canceled per grant
17,500 units
Two performance stock unit awards tied to Class A shares
Options canceled at $4.42 strike
52,500 options
Stock options with $4.42 exercise price terminated without cash
Options canceled at $6.96 strike
52,500 options
Stock options with $6.96 exercise price terminated without cash
Options canceled at $11.64 strike
104,673 options
Stock options with $11.64 exercise price terminated without cash
Earn-out rights restructured
20,670 rights
Rights to receive earn-out Class A shares accelerated in merger
Key Terms
Agreement and Plan of Merger, Per Share Amount, performance stock units, 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 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.
stock option financial
"Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
