Penny Robert Earl Jr. 4

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.