Dozier Robert F. 4

4 · United Homes Group, Inc. · Filed May 5, 2026

AI-generated summary of this filing

Updated May 6, 2026

United Homes Group (UHG) Director Robert Dozier Sells 233,188 Shares

What Happened

Robert F. Dozier, a director of United Homes Group (UHG), disposed of a total of 233,188 Class A shares on May 4, 2026 as part of the issuer’s merger. Under the merger agreement, each share was cancelled and converted into the right to receive $1.18 per share (before withholding), resulting in approximately $275,162 gross cash consideration. Several entries reflect earn‑out shares becoming fixed and then converted; an outstanding option was cancelled without cash payment.

Key Details

Transaction date: May 4, 2026; Filing date: May 5, 2026 (timely).
Per-share cash consideration: $1.18 per share; estimated gross proceeds: ~ $275,162 (233,188 × $1.18), subject to tax withholding.
Reported transactions include: 62,019; 35,479; 50,000; 34,000; 34,000 dispositions to the issuer plus 17,690 earn‑out/derivative items (total 233,188 shares).
Footnotes: F1 — merger converted Class A shares to $1.18/share; F2–F3 — earn‑out shares became fixed/accelerated and converted to Class A stock; F4 — an option was cancelled with no cash payment.
Shares owned after transaction: The filing shows the Class A shares were cancelled in the merger and converted to cash; no remaining Class A holdings are reported.

Context

These were merger-related dispositions (shares cancelled for cash), not open‑market sales or purchases; that distinction matters because merger conversions are routine contract outcomes rather than active market trades by the insider. The option referenced was terminated without cash proceeds.

Form 4Exit

Period: 2026-05-04

Director

Transactions

Award
Class A Common Stock
[F3]
2026-05-04+17,690→ 62,019 total
Disposition to Issuer
Class A Common Stock
[F1]
2026-05-04−62,019→ 0 total
Other
Rights to Receive Earn Out Shares
[F2][F3]
2026-05-04−17,690→ 0 total
Exercise: $0.00Exp: 2028-03-30→ Class A Common Stock (17,690 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F4]
2026-05-04−35,479→ 0 total
Exercise: $2.80Exp: 2032-01-19→ Class A Common Stock (35,479 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F4]
2026-05-04−50,000→ 0 total
Exercise: $11.64Exp: 2033-05-25→ Class A Common Stock (50,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F4]
2026-05-04−34,000→ 0 total
Exercise: $7.16Exp: 2034-02-26→ Class A Common Stock (34,000 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F4]
2026-05-04−34,000→ 0 total
Exercise: $4.42Exp: 2035-01-22→ Class A Common Stock (34,000 underlying)

Footnotes (4)

[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.

Signature

/s/ Robert F. Dozier, By Kathryn Simons through Power of Attorney|2026-05-05

1 file