Feldman Keith A. 4
4 · United Homes Group, Inc. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
United Homes (UHG) CFO Keith Feldman Disposes Shares in Merger
What Happened Keith A. Feldman, Chief Financial Officer of United Homes Group, reported multiple award and derivative transactions tied to the May 4, 2026 merger. Feldman received 85,537 shares (earn-out/award) and, in connection with the merger, had a series of dispositions and cancellations affecting 912,762 shares (including derivative instruments and issuer redemptions). Under the merger each Class A share was canceled for $1.18 per share; where applicable the converted shares amount to roughly $1.08 million in gross proceeds. Certain options were canceled without cash payment per the merger agreement.
Key Details
- Transaction date: 2026-05-04 (filed 2026-05-04).
- Reported events: one award/acquisition of 85,537 shares; dispositions/cancellations of 912,762 shares (multiple entries listed as dispositions to the issuer and derivative dispositions).
- Per-share consideration under the merger: $1.18 per Class A share (footnote). Estimated gross proceeds for shares converted to cash ≈ $1.08M, where applicable.
- Post-transaction: Class A common shares were canceled in the merger (effectively no remaining Class A shares from the converted awards); some derivative awards (PSUs) were converted to cash, while certain options were canceled with no payment.
- Footnotes of note: (F1) merger converted each Class A share to $1.18; (F3–F5) earn-out shares were accelerated/converted and PSUs canceled for cash; (F4) options canceled without cash.
- Filing timeliness: filed same day as the report date; no late filing indicated.
Context These filings reflect merger-related corporate actions (share cancellations, award accelerations, PSU settlements, and option terminations) rather than open-market buying or selling as a signal of personal investment intent. For retail investors, merger-driven conversions and cancellations are routine administrative outcomes of an acquisition and do not necessarily imply the insider's view on the company’s future performance.
Insider Transaction Report
- Award
Class A Common Stock
[F3]2026-05-04+85,537→ 271,711 total - Disposition to Issuer
Class A Common Stock
[F1]2026-05-04−271,711→ 0 total - Other
Rights to Receive Earn Out Shares
[F2][F3]2026-05-04−85,537→ 0 totalExercise: $0.00Exp: 2028-03-30→ Class A Common Stock (85,537 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−235,514→ 0 totalExercise: $11.64Exp: 2033-05-25→ Class A Common Stock (235,514 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−120,000→ 0 totalExercise: $6.96Exp: 2034-02-16→ Class A Common Stock (120,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−120,000→ 0 totalExercise: $4.42Exp: 2035-01-22→ Class A Common Stock (120,000 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−40,000→ 0 totalExp: 2034-02-16→ Class A Common Stock (40,000 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−40,000→ 0 totalExp: 2035-01-22→ Class A Common Stock (40,000 underlying)
Footnotes (5)
- [F1]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").
- [F2]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.
- [F3]As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class A Common Stock for no additional consideration.
- [F4]Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.
- [F5]Pursuant to the Merger Agreement, the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate number of shares of Class A common stock subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to be achieved and satisfied at 100%).