O'Grady Clive R.G. 4
4 · United Homes Group, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
United Homes (UHG) CAO Clive O'Grady Disposes Shares in Merger
What Happened
Clive R.G. O'Grady, Chief Administrative Officer of United Homes Group (UHG), reported multiple transactions on 2026-05-04 tied to the company’s merger. A total of 683,268 shares (combining an award/acquisition and several derivative dispositions) were cancelled/converted pursuant to the Merger Agreement at a Per Share Amount of $1.18, resulting in approximately $806,256 before applicable tax withholdings. Several derivative instruments (earn-out shares, PSUs, and an option) were accelerated, converted or cancelled as part of the merger consideration.
Key Details
- Transaction date: 2026-05-04; Form 4 filed 2026-05-05.
- Consideration: $1.18 per share under the Merger Agreement (cash, less applicable tax withholding).
- Total reported shares affected: 683,268 (372,427 + 310,841 in derivative-related items). Approximate gross cash: $806,256.
- Notable footnotes:
- Earn-out shares accelerated and converted into Class A shares (F2, F3).
- PSUs cancelled and converted into a lump-sum cash payment at $1.18 per share, with performance goals deemed 100% achieved (F5).
- An option was cancelled with no cash payment (F4).
- Filing status: Report covers 05-04-2026 and was filed on 05-05-2026 (no late filing flag shown).
Context
These were merger-related, issuer-directed transactions (shares and derivative awards converted or cancelled under the Merger Agreement), not open-market trades. Cash paid was per the merger terms and subject to tax withholding; option cancellation did not generate separate cash proceeds. Such corporate-action dispositions reflect the deal mechanics rather than an individual decision to buy or sell on the market.
Insider Transaction Report
- Award
Class A Common Stock
[F3]2026-05-04+372,427→ 372,427 total - Disposition to Issuer
Class A Common Stock
[F1]2026-05-04−372,427→ 0 total - Other
Rights to Receive Earn Out Shares
[F3][F2]2026-05-04−372,427→ 0 totalExercise: $0.00Exp: 2028-03-30→ Class A Common Stock (372,427 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−130,841→ 0 totalExercise: $11.64Exp: 2033-05-25→ Class A Common Stock (130,841 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−67,500→ 0 totalExercise: $6.96Exp: 2034-02-16→ Class A Common Stock (67,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−67,500→ 0 totalExercise: $4.42Exp: 2035-01-22→ Class A Common Stock (67,500 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−22,500→ 0 totalExp: 2034-02-16→ Class A Common Stock (22,500 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−22,500→ 0 totalExp: 2035-01-22→ Class A Common Stock (22,500 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%).