United Homes Group, Inc. 8-K

What Happened
United Homes Group, Inc. (UHG) announced on Feb. 22, 2026 that it entered into a definitive Agreement and Plan of Merger with Stanley Martin Homes, LLC and its wholly owned Merger Sub (Union MergeCo, Inc.). Under the agreement Merger Sub will merge into UHG, UHG will survive and become a wholly owned subsidiary of Stanley Martin, and the company’s public shares will be cashed out at $1.18 per share. A Special Committee and the Board unanimously approved the transaction, and a written stockholder consent from Michael P. Nieri and affiliates (holding ~70% voting power) was delivered the same day. The merger is expected to close in Q2 2026, subject to customary conditions (there is no financing condition).

Key Details

• Cash consideration: $1.18 per outstanding share of Class A and Class B common stock (no interest).
• Record/timing: Merger Agreement executed Feb. 22, 2026; expected closing in Q2 2026; outside termination date Aug. 22, 2026.
• Equity awards: outstanding options, RSUs and PSUs will be canceled for lump-sum cash payments (RSUs/PSUs paid at $1.18/share; PSUs deemed 100% achieved; options out-of-the-money relative to $1.18 get no payment).
• Other effects: Company will issue 21,866,379 shares immediately prior to closing to satisfy existing Earn Out obligations; warrant strike prices will be adjusted downward per existing warrant agreements; UHG common stock will be delisted from Nasdaq and deregistered under the Exchange Act after closing.
• Governance/fees: Written stockholder consent already obtained (majority approval via holder(s) controlling ~70% voting power). Mutual termination fees of $4.0M apply in specified circumstances.

Why It Matters
For UHG common shareholders, the deal is a cash-out at $1.18 per share and, if completed, will result in delisting and deregistration of the company’s stock — shareholders will receive cash in lieu of continuing equity. Holders of options, RSUs and PSUs will receive cash payments (subject to the specific treatment in the agreement and applicable tax withholdings); out-of-the-money options at or above $1.18 receive no payout. The written consent from a ~70% holder greatly reduces voting risk, and the absence of a financing condition lowers the risk that the buyer cannot close for lack of financing. Investors should watch the company’s forthcoming Schedule 14C information statement for full terms and timing.