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. completed its previously announced merger with Stanley Martin Homes, LLC, making United Homes a wholly owned subsidiary in an all‑cash deal valuing the company at approximately $221 million. Each share of United Homes common stock was converted into the right to receive $1.18 in cash, and the company repaid and terminated its major credit facilities at closing.
United Homes issued 21,886,379 shares of common stock immediately before the merger to satisfy existing earn‑out obligations, largely under a private offering exemption. Following the transaction, United Homes’ Class A common stock and warrants were suspended and are being delisted from Nasdaq, and the company plans to terminate its SEC reporting obligations.
The merger triggered a change in control, board and management turnover, and amended charter documents. Long‑time executive Michael P. Nieri agreed to waive prior severance and change‑of‑control rights, including a $6 million cash severance and 60 months of healthcare coverage, in exchange for a one‑time $675,000 cash payment and 18 months of COBRA coverage. Warrant terms were adjusted so that, for a limited period ending June 3, 2026, public warrants are exercisable at $0.93 and private placement warrants at $0.76, after which the warrant price will again exceed the $1.18 per‑share cash consideration.
United Homes Group, Inc. filed an amendment to its annual report to add full Part III disclosures on directors, executive compensation, ownership, related-party transactions and auditor matters for 2025.
The filing details leadership changes, pay structures and incentives, major family and trust shareholdings, and the scope and cost of outside audit work.
United Homes Group (UHG) will be acquired in an all‑cash merger providing $1.18 per share. Under the Agreement and Plan of Merger dated February 22, 2026, Merger Sub will merge into UHG and UHG will become a wholly owned subsidiary of Stanley Martin Homes' parent. The Board unanimously approved the Merger and Majority Stockholders holding ~80% voting power executed a written consent, so no further stockholder vote is required. Parent intends to fund the Merger with cash on hand; the transaction is not subject to a financing condition. Holders (other than the Majority Stockholders) may seek appraisal under Section 262 of the DGCL. The information statement is dated and mailed April 10, 2026.
United Homes Group, Inc. amended two major credit facilities to obtain temporary waivers of its Debt Service Coverage Ratio and Leverage Ratio covenants while it pursues a pending merger with Stanley Martin Homes, LLC. The Wells Fargo facility waivers run until the earlier of May 31, 2026 or a separate event of default. The Kennedy Lewis facility waives these ratios for the period from January 1, 2026 through the fiscal quarter ending on or prior to March 31, 2026. Both amendments require the borrower, if the merger has not closed by May 31, 2026, to refinance the applicable credit facility and repay all obligations in full within 60 days of that date or notice that the merger will not occur.
United Homes Group (UHG) agreed to be acquired by Stanley Martin Homes in a cash merger. Under the Merger Agreement dated February 22, 2026, each outstanding share of UHG common stock (other than excluded or dissenting shares) will be converted into the right to receive $1.18 per share in cash. The Majority Stockholders holding approximately 80% of combined voting power delivered written consent, so no stockholder vote is required. Parent intends to fund the Merger with cash on hand and the Merger is not subject to a financing condition. The Merger Agreement includes mutual termination fees of $4,000,000 under specified circumstances and provides appraisal rights under Section 262 of the DGCL.
United Homes Group’s controlling shareholders have updated their ownership and governance details and confirmed support for a planned merger. Michael P. Nieri reports beneficial ownership of 41,186,045 Class A common shares on an as-converted basis, representing 69.4% of the class, through direct holdings, options, Class B shares and family trusts.
The reporting persons together may be deemed to beneficially own 42,455,327 Class A shares, or 71.2% of the Class A shares outstanding, based on 21,853,341 Class A shares as of March 10, 2026. The amendment reflects trustee changes in the Nieri family trusts and notes that Nieri and affiliates holding about 80% of total voting power have already delivered written consent approving a merger in which United Homes Group will become a wholly owned subsidiary of Stanley Martin Homes, LLC.
United Homes Group (UHG) outlines its homebuilding business and a planned sale of the company. UHG has agreed to merge with Stanley Martin Homes, with each Class A and Class B share converting into the right to receive $1.18 in cash if the deal closes, after which UHG would be privately held and its Nasdaq listing removed.
UHG focuses on entry-level and move-up single-family homes in South Carolina, Georgia and North Carolina, using a land-light model in which about 96% of roughly 7,200 lots at December 31, 2025 were controlled via option contracts. For 2025, it recorded 1,227 net new orders, 1,419 starts and 1,192 closings, with a 13.0% cancellation rate and 192 homes in backlog valued at $68.1 million.
The filing highlights strategic initiatives such as refreshed product designs, cost reductions through supplier renegotiations, stricter land underwriting and ancillary earnings from a mortgage joint venture. It also details extensive risk factors, including completion risk and fixed pricing for the merger, governance disruptions, dependence on lot supply, leverage and credit facilities, exposure to housing cycles, inflation and interest rates, and the dual-class share structure that concentrates voting control.
United Homes Group, Inc. reported weaker 2025 results and agreed to be acquired by Stanley Martin Homes. Revenue for 2025 fell to $406.7 million from $463.7 million, with home closings down 16.7% to 1,192 and a net loss of $16.3 million versus prior net income of $46.9 million.
Profitability metrics were mixed: gross margin improved to 17.6% and adjusted EBITDA declined to $22.5 million from $31.6 million. The company ended 2025 with $80.8 million of available liquidity. Under a February 2026 merger agreement, each share will be converted into $1.18 in cash, and the company expects to close the transaction in the second quarter of 2026, after which it will be privately held.
United Homes Group, Inc. Schedule 13G discloses that Hilary L. Shane and the Hilary L. Shane Revocable Trust beneficially own 1,529,982 Class A Common Shares, representing 7.00% of the class as reported.
The filing shows sole voting and dispositive power over 1,529,982 shares and lists the trust and individual residence in Florida. Signatures are dated 02/26/2026.