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. files Amendment No. 5 to a Schedule 13G/A reporting no beneficial ownership. The amendment, signed by Christopher M. Plahm as an investment adviser, states 0 shares beneficially owned and 0% of the class for the Common Stock (CUSIP 91060H108) as of 02/24/2026.
United Homes Group agreed to be acquired by Stanley Martin Homes in an all-cash merger valuing the company at an enterprise value of approximately $221 million. Public shareholders will receive $1.18 in cash for each share of Class A or Class B common stock, and the deal is expected to close in the second quarter of 2026 subject to customary conditions.
Immediately before closing, the company must issue 21,866,379 shares of common stock to satisfy existing earn-out obligations. Following completion, United Homes’ stock will be delisted from Nasdaq and deregistered under the Exchange Act, making it a wholly owned subsidiary of Stanley Martin. The merger has already received written consent from holders of about 70% of the voting power. The agreement includes reciprocal termination fees of $4,000,000. CEO Michael P. Nieri agreed, contingent on closing, to waive prior severance and change-of-control rights, instead receiving a one-time cash payment of $675,000 and 18 months of COBRA payments.
United Homes Group, Inc. approved a 2026 executive compensation framework covering base salaries and performance-based cash bonuses for its senior leaders. Jack Micenko, Chief Executive Officer and President, will receive a base salary of $650,000 and has a target cash bonus opportunity of $650,000. Keith Feldman, Chief Financial Officer, will receive a base salary of $400,000 with a target cash bonus opportunity of $400,000. For Micenko and Feldman, the 2026 bonus will depend on three Company performance measures: pretax profit, revenue, and closings. Meeting threshold performance for a metric pays 50% of that metric’s bonus portion, target performance pays 100%, and maximum performance pays 125%, tying their annual incentives directly to financial and operational results.
United Homes Group (UHG) reported a third‑quarter net loss as homebuilding activity cooled and non‑cash derivative remeasurements drove volatility. Revenue was $90.8 million for the quarter, down from $118.6 million a year ago, with gross profit of $16.0 million and SG&A of $17.6 million. A $27.2 million negative change in the fair value of derivative liabilities contributed to a net loss of $31.3 million (basic and diluted ($0.53)).
For the nine months, revenue was $283.3 million and the company recorded a net loss of $19.5 million. On the balance sheet, cash and cash equivalents were $25.6 million, inventories $174.6 million, and total assets $293.1 million. Debt included a $79.7 million syndicated line of credit and a $67.4 million term loan, net; the company amended both facilities in late September to adjust financial covenants and confirmed compliance as of September 30, 2025. The fair value of derivative liabilities totaled $51.2 million, including public and private warrant liabilities and an earnout liability.
As of November 4, 2025, UHG had 21,839,762 Class A and 36,973,876 Class B shares outstanding.
United Homes Group (UHG) announced board changes and executive retention plans. Directors Nikki Haley and James M. Pirrello resigned effective November 7, 2025. To maintain continuity while evaluating three independent director candidates, directors Robert Dozier Jr., Jason Enoch, and Alan Levine will remain beyond November 14, 2025 to help the company stay compliant with Nasdaq Listing Rule 5605.
UHG entered into Retention Agreements on November 6, 2025 with its CEO and President John G. (Jack) Micenko, CFO Keith Feldman, and General Counsel Erin Reeves McGinnis. Each executive will receive a cash retention payment equal to 100% of 2025 base salary. If employment ends before March 31, 2026 due to termination by the company for Cause or by the executive other than for Good Reason, the executive must repay a pro rata portion of the after‑tax value.
United Homes Group, Inc. furnished an 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The press release is included as Exhibit 99.1.
The company noted the information in Item 2.02, including Exhibit 99.1, is being furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference unless specifically stated. The filing also lists the company’s Nasdaq tickers: UHG (Class A Common Shares) and UHGWW (warrants).
United Homes Group, Inc. filed a current report stating that on October 7, 2025 it issued a press release with selected preliminary operational unit statistics for the three and nine months ended September 30, 2025. The press release is furnished as an exhibit for informational purposes and is not incorporated into other securities filings unless specifically referenced.
United Homes Group (UHG) Schedule 13G/A shows that investment adviser Christopher M. Plahm, through affiliated entities Tall Pines Capital, LLC and Stonebridge Wealth Management, LLC, reports beneficial ownership totaling 3,026,946 shares, representing 13.8% of the common stock. The filing breaks that total into 2,202,113 shares (10.0%) held by Tall Pines Capital and 824,833 shares (3.8%) held by Stonebridge Wealth Management; both report shared voting power and no sole voting or dispositive power. The filer certifies the holdings were not acquired to change control of the issuer. Contact and organization details for the adviser and issuer address are included in the filing.
United Homes Group, Inc. Schedule 13G/A filed by Dendur Capital LP and Malcolm A. Levine reports no beneficial ownership of the issuer's Class A common shares (CUSIP 91060H108). The cover pages show 0 shares and 0% ownership for both reporting persons. The filing identifies Dendur Capital LP as the investment manager to Dendur Master Fund Ltd. and Mr. Levine as the managing member of the general partner. The filing includes the business address in New York and certificates that the securities were acquired and held in the ordinary course of business, not to influence control.
United Homes Group (UHG) Q2 2025 10-Q highlights
Revenue slipped 3.6% to $105.5 m, yet gross profit inched up 1.7% to $19.9 m as gross margin widened to 18.9% (vs 17.9%). SG&A fell 8.1% to $18.0 m, trimming the expense ratio to 17.1%. Operating income turned positive at $1.9 m (-$0.04 m LY) but a $6.2 m non-cash loss from re-valuing derivative liabilities and $2.6 m of other expense produced a net loss of $6.3 m (EPS -$0.11) versus Q2 2024 net income of $28.6 m (EPS $0.59).
Year-to-date (6 M)
- Revenue $192.5 m (-8.4%).
- Net income $11.8 m vs $53.6 m; diluted EPS $0.20 vs $0.93.
- Operating cash flow swung to +$2.8 m from -$19.1 m; free cash boosted cash & equivalents 61% to $36.5 m.
Balance sheet: Assets rose to $281.1 m; inventories $144.5 m (+3.7% YTD). Cash $36.5 m (+$13.9 m YTD). Syndicated revolver borrowings grew to $64.2 m (from $50.2 m) and the $67.3 m term loan remained unchanged; total liabilities stable at $198.9 m. Mark-to-market derivative liabilities fell to $24.0 m from $39.2 m, lifting stockholders’ equity 23% to $82.2 m.
Segment view: GSH South Carolina delivered 86% of quarterly sales and $5.0 m pre-tax profit; Rosewood and Other segments posted small losses. No guidance was issued.