United Homes Group (UHG) holder records $1.18-per-share merger cash
Rhea-AI Filing Summary
United Homes Group, Inc. insider PMN Trust 2018, a 10% owner, reported merger-related transactions that eliminate its equity position. The trust disposed of 83,332 shares of Class A Common Stock and 8,954,994 shares of Class B Common Stock back to the issuer as part of a cash merger. Under the merger terms, each Class A and Class B share was canceled and converted into the right to receive $1.18 in cash per share, before tax withholding. The trust also held rights to receive 2,979,418 earn-out shares, which became fixed earlier and were accelerated so that the trust received the same number of Class B shares for no additional consideration before those shares were converted into the same per-share cash amount.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
PMN Trust 2018 dated 7/17/2018, Nieri Patrick Michael
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Rights to Receive Earn Out Shares | 2,979,418 | $0.00 | -- |
| Grant/Award | Class B Common Stock | 2,979,418 | $0.00 | -- |
| Disposition | Class B Common Stock | 8,954,994 | $0.00 | -- |
| Disposition | Class A Common Stock | 83,332 | $0.00 | -- |
Holdings After Transaction:
Rights to Receive Earn Out Shares — 0 shares (Direct);
Class B Common Stock — 8,954,994 shares (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (1)
- These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Patrick M. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4. 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 B Common Stock for no additional consideration. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date. Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.
Key Figures
Class A shares disposed: 83,332 shares
Class B shares disposed: 8,954,994 shares
Earn-out rights: 2,979,418 rights/shares
+1 more
4 metrics
Class A shares disposed
83,332 shares
Disposition to issuer on May 4, 2026
Class B shares disposed
8,954,994 shares
Disposition to issuer on May 4, 2026
Earn-out rights
2,979,418 rights/shares
Rights to receive Earn Out Shares tied to earlier merger
Per Share Amount
$1.18 per share
Cash paid for each Class A and Class B share in merger
Key Terms
Agreement and Plan of Merger, Earn Out Shares, Per Share Amount, Class B Common Stock, +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.
Class B Common Stock financial
"Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
Section 13(d) of the Exchange Act regulatory
"a member of a "group" for purposes of Section 13(d) of the Exchange Act"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did PMN Trust 2018 report for United Homes Group (UHG)?
PMN Trust 2018 reported merger-related transactions that removed its equity stake in United Homes Group. It disposed of Class A and Class B shares back to the issuer and had earn-out rights accelerated into shares, all converted into cash at $1.18 per share under the merger.
What happened to PMN Trust 2018’s Class B Common Stock in United Homes Group (UHG)?
The trust reported disposing of 8,954,994 shares of Class B Common Stock to the issuer in connection with the merger. Each Class B share was canceled and converted into the right to receive the same $1.18 per-share cash amount specified in the merger agreement for all common shares.
How were the earn-out rights for United Homes Group (UHG) handled in this filing?
PMN Trust 2018 held rights to receive 2,979,418 Earn Out Shares tied to an earlier transaction. These rights became fixed on March 30, 2023 and, as a result of the merger, were accelerated so the trust received Class B shares for no additional consideration before conversion to cash.
Is Class B Common Stock of United Homes Group (UHG) convertible, and how did that matter here?
Each share of United Homes Group Class B Common Stock is convertible into one share of Class A Common Stock at any time, with no expiration date. In this merger, both Class A and Class B shares were instead canceled and directly converted into the $1.18 per-share cash right.