Penny Robert Earl Jr. 4
4 · United Homes Group, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
United Homes Group (UHG) EVP Penny Robert Earl Jr. Receives Merger Cash
What Happened
Penny Robert Earl Jr., Executive Vice President — Sales of United Homes Group (UHG), had various equity awards and shares cancelled and converted into cash in connection with the May 4, 2026 merger. The filing shows dispositions (to the issuer) and derivative-related cancellations totaling 327,468 shares, paid at the merger Per Share Amount of $1.18 per share — approximately $386,412 before applicable tax withholding. These were not open-market sales but merger consideration and cancellations of awards/options.
Key Details
- Transaction date: 2026-05-04; Form 4 filed 2026-05-05 (timely).
- Per-share merger consideration: $1.18; estimated gross cash = 327,468 shares × $1.18 ≈ $386,412.24 (less tax withholding).
- Reported items include: an award/acquisition of 20,670 shares (earned/converted), and multiple dispositions (codes D and J) totaling 327,468 shares (many marked as derivative).
- Notable footnotes: Earn-out shares were accelerated and converted (F2, F3); options were canceled without cash payment (F4); performance stock units (PSUs) were canceled for a lump-sum cash payment at the Per Share Amount with performance deemed 100% (F5).
- Shares were canceled/converted in the merger; the filing indicates the holdings were disposed/terminated as part of the transaction (consideration paid to the reporting person).
- Filing appears timely (no late filing flag provided).
Context
These were corporate-merger actions (share cancellations, earn-out acceleration, PSU and option terminations) that resulted in cash consideration to the insider. This is different from an open-market sale or a discretionary purchase — it reflects merger terms and award settlements rather than a trading decision by the executive.
Insider Transaction Report
- Award
Class A Common Stock
[F3]2026-05-04+20,670→ 20,670 total - Disposition to Issuer
Class A Common Stock
[F1]2026-05-04−20,670→ 0 total - Other
Rights to Receive Earn Out Shares
[F2][F3]2026-05-04−20,670→ 0 totalExercise: $0.00Exp: 2028-03-30→ Class A Common Stock (20,670 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−41,455→ 0 totalExercise: $2.80Exp: 2032-01-19→ Class A Common Stock (41,455 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−104,673→ 0 totalExercise: $11.64Exp: 2033-05-25→ Class A Common Stock (104,673 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−52,500→ 0 totalExercise: $6.96Exp: 2034-02-16→ Class A Common Stock (52,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-05-04−52,500→ 0 totalExercise: $4.42Exp: 2035-01-22→ Class A Common Stock (52,500 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−17,500→ 0 totalExp: 2034-02-16→ Class A Common Stock (17,500 underlying) - Disposition to Issuer
Performance Stock Units
[F5]2026-05-04−17,500→ 0 totalExp: 2035-01-22→ Class A Common Stock (17,500 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%).