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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’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. 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.
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.