United Homes Group (UHG) COO cashed out as merger pays $1.18

Rhea-AI Filing Summary

United Homes Group, Inc. Co-Chief Operating Officer Jeremy P. Pyle reported the cleanup of his equity holdings in connection with a merger where Stanley Martin Homes, LLC became the parent of the company. Each share of Class A Common Stock was canceled and converted into the right to receive $1.18 in cash per share, less tax withholding.

Pyle’s Class A shares, including 20,770 shares reported as disposed, were converted into this cash right. Earn-out rights covering 20,670 underlying shares were accelerated, delivering Class A shares for no additional consideration before they too were cashed out at the same per-share amount. Performance stock units were canceled in exchange for a lump-sum cash payment based on the $1.18 Per Share Amount, while several stock option awards were canceled with no cash payment. Following these transactions, Pyle reported no remaining Class A shares or derivative positions.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Pyle Jeremy P.

Role Co-Chief Operating Officer

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	20,770	$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 — 20,770 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. 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

Merger cash consideration: $1.18 per share Class A shares disposed: 20,770 shares Earn Out rights: 20,670 shares +5 more

8 metrics

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

Class A shares disposed 20,770 shares Class A Common Stock reported as disposition to issuer

Earn Out rights 20,670 shares Rights to receive Earn Out Shares tied to Class A stock

Performance stock units 17,500 PSUs (each of two grants) Each PSU grant linked to 17,500 Class A shares before cash-out

Stock options at $4.42 52,500 options Stock Option (Right to Buy) with $4.42 exercise price, canceled

Stock options at $6.96 52,500 options Stock Option (Right to Buy) with $6.96 exercise price, canceled

Stock options at $11.64 104,673 options Stock Option (Right to Buy) with $11.64 exercise price, canceled

Stock options at $2.80 41,455 options Stock Option (Right to Buy) with $2.80 exercise price, canceled

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.

Per Share Amount financial

"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..."

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.

Earn Out Shares financial

"The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023."

stock option (Right to Buy) financial

"Stock Option (Right to Buy)... the option was canceled and terminated without any cash payment being made..."

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^*

Pyle Jeremy P.

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Operating Officer

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)		20,670	A	(3)	20,770	D
Class A Common Stock	05/04/2026		D		20,770	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	$0	05/04/2026		J(3)			20,670	(2)	03/30/2028	Class A Common Stock	20,670	(3)	0	D
Stock Option (Right to Buy)	$2.8	05/04/2026		D			41,455	(4)	01/19/2032	Class A Common Stock	41,455	(4)	0	D
Stock Option (Right to Buy)	$11.64	05/04/2026		D			104,673	(4)	05/25/2033	Class A Common Stock	104,673	(4)	0	D
Stock Option (Right to Buy)	$6.96	05/04/2026		D			52,500	(4)	02/16/2034	Class A Common Stock	52,500	(4)	0	D
Stock Option (Right to Buy)	$4.42	05/04/2026		D			52,500	(4)	01/22/2035	Class A Common Stock	52,500	(4)	0	D
Performance Stock Units	(5)	05/04/2026		D			17,500	(5)	02/16/2034	Class A Common Stock	17,500	(5)	0	D
Performance Stock Units	(5)	05/04/2026		D			17,500	(5)	01/22/2035	Class A Common Stock	17,500	(5)	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.

5. 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/ Jeremy P. Pyle, 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 did United Homes Group (UHG) insider Jeremy P. Pyle report in this Form 4?

Jeremy P. Pyle reported the cleanup of his equity holdings tied to a merger. His Class A Common Stock, performance stock units and stock options were canceled or converted, primarily into cash rights, leaving him with no reported remaining shares or derivative awards after the transaction.

What cash amount per share did United Homes Group (UHG) stockholders receive in the merger?

Each share of Class A Common Stock was converted into cash of $1.18 per share. The filing states that, in the merger, every Class A share was canceled and converted into the right to receive $1.18 in cash, less applicable tax withholding, as the Per Share Amount.

What happened to Jeremy P. Pyle’s performance stock units at United Homes Group (UHG)?

Pyle’s performance stock units were canceled and converted into a cash payment. The PSUs were exchanged for a lump-sum cash amount equal to the $1.18 Per Share Amount multiplied by the Class A shares subject to the PSUs, with performance goals deemed achieved at 100%.

How were Jeremy P. Pyle’s stock options at United Homes Group (UHG) treated in the merger?

His stock options were canceled with no cash payment. The filing explains that, under the Merger Agreement, the options were terminated and canceled, and no cash was paid in respect of those option awards, ending his rights to purchase Class A Common Stock via options.

What are Earn Out Shares and how did they affect Jeremy P. Pyle at United Homes Group (UHG)?

Earn Out Shares were contingent rights that became fixed and then accelerated. Pyle held rights to receive 20,670 Earn Out Shares; these rights became fixed on March 30, 2023, then were accelerated in the merger, delivering Class A shares for no extra cost before those shares were converted into cash.

Does Jeremy P. Pyle hold any United Homes Group (UHG) shares after these transactions?

No, the Form 4 shows zero Class A shares remaining after the merger-related disposition. One transaction line reports 20,770 Class A shares disposed with a total of 0 shares following the transaction, and derivative positions are also shown as fully canceled or converted.