Welcome to our dedicated page for UNITED HOMES GROUP SEC filings (Ticker: UHG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
United Homes Group Inc. filings document the transition of the former Nasdaq issuer after its completed acquisition by Stanley Martin Homes, including the Form 25 notification removing its Class A common shares and warrants from Nasdaq listing and registration under Section 12(b) of the Exchange Act.
The company’s 8-K disclosures also cover material events and agreements, homebuilding operating and financial results, capital-structure matters, warrant disclosures, shareholder voting and governance matters, director departures, executive compensation framework disclosures, and emerging growth company status.
United Homes Group, Inc. insider Lincks Maigan Nieri reported multiple transactions tied to the closing of a merger in which United Homes Group became a wholly owned subsidiary of Stanley Martin Homes, LLC. Under the merger agreement, each share of Class A and Class B Common Stock was canceled and converted into the right to receive $1.18 in cash per share, before tax withholding.
Entities associated with Nieri, including MEN Trust 2018, White Rock Investments, LLC and Two Blue Stallions, LLC, disposed of shares to the issuer in the merger and related clean-up transactions, while MEN Trust 2018 and Nieri also received new Class A and Class B shares and rights to earn-out shares for no additional consideration as previously fixed earn-out rights were accelerated.
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.
United Homes Group, Inc. Chief Administrative Officer Clive R.G. O'Grady reported equity transactions tied to the company’s merger with Stanley Martin Homes, LLC. In the merger, 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.
O'Grady showed a disposition of 372,427 Class A shares to the issuer and a matching award of 372,427 shares, reflecting mechanics of the merger and related earn-out. Performance stock units covering 22,500 shares were canceled in exchange for a cash payment based on the $1.18 per-share amount, while stock options over 265,841 shares were canceled without any cash payment. Rights to receive 372,427 earn-out shares were accelerated, resulting in receipt of Class A shares for no additional consideration before conversion into the merger cash.
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.
United Homes Group, Inc. completed a merger in which each share of Class A Common Stock was canceled and converted into the right to receive cash of $1.18 per share, less tax withholding. Ten percent owner Robyn Nieri disposed of a total of 1,521,328 Class A shares to the issuer in connection with this merger, leaving no reported Class A holdings after the transactions.
United Homes Group Co-Chief Operating Officer Ray Shelton III reported merger-related changes to his equity holdings. Under a merger agreement, 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.
Shelton disposed of 325,223 shares of Class A Common Stock to the issuer, leaving him with no reported Class A shares afterward. In connection with prior earn-out rights, he acquired 128,487 Class A shares for no additional consideration when earn-out shares were accelerated at closing, which were also subject to the same cash treatment.
Multiple derivative awards were eliminated as part of the merger. Performance stock units covering a total of 70,000 underlying shares were canceled in exchange for a cash payment based on the $1.18 per share amount. Several stock option grants totaling more than 490,000 underlying shares at exercise prices between $2.80 and $11.64 were canceled without any cash payment. After these transactions, the filing shows no remaining listed derivative positions.
United Homes Group, Inc. Chief Financial Officer Keith A. Feldman reported equity changes tied to the completion of a merger in which the company became a wholly owned subsidiary of Stanley Martin Homes, LLC. In the merger, each share of Class A common stock was canceled and converted into the right to receive $1.18 per share in cash, before tax withholding.
Feldman disposed of 271,711 shares of Class A common stock to the issuer and no shares remained directly held afterward. Performance stock units tied to Class A common stock were canceled in exchange for a lump-sum cash payment based on the same $1.18 Per Share Amount, with performance goals deemed achieved at 100%. Several stock option awards and rights to receive earn-out shares were also terminated or accelerated pursuant to the merger terms, with certain awards canceled without any cash payment.
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%.
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%.
United Homes Group, Inc. notified Nasdaq of the removal and voluntary withdrawal of its Class A Common Shares & Warrants from listing and registration on the Nasdaq Stock Market LLC pursuant to 17 CFR 240.12d2-2. Nasdaq certifies it complied with the strike/withdrawal rules and the issuer complied with exchange requirements.