Earnings Feed
Start Free
United Homes Group, Inc.·4

May 6, 2:13 PM ET

PMN Trust 2018 dated 7/17/2018 4

4 · United Homes Group, Inc. · Filed May 6, 2026

Research Summary

AI-generated summary of this filing

Updated

United Homes Group (UHG) PMN Trust (10% Owner) Disposes Shares in Merger

What Happened
PMN Trust 2018 (the Reporting Person; a 10% owner) reported multiple transactions on May 4, 2026 tied to the merger of United Homes Group (UHG) into Stanley Martin/Parent. The filing shows the trust had a combination of dispositions and derivative transactions that resulted from the Merger Agreement: total shares involved equal 12,017,744 shares that were canceled and converted into cash at $1.18 per share (the Per Share Amount), for aggregate consideration of approximately $14.18 million. These were not open-market sales but dispositions to the issuer (conversion/cash-out under the merger terms).

Key Details

  • Transaction date: May 4, 2026 (reported on Form 4 filed May 6, 2026). Filing appears timely (Form 4 filed within typical reporting window).
  • Share counts reported: 83,332 shares (disposition to issuer), 8,954,994 shares (disposition to issuer, derivative), and 2,979,418 shares shown as both an acquisition (grant/award of derivative shares) and an immediate disposition — total = 12,017,744 shares impacted.
  • Price/consideration: Per Merger Agreement, each share was converted into the right to receive $1.18 per share (no interest), implying roughly $14.18M cash in aggregate. The Form 4 lists N/A for per-line price because shares were converted/canceled, not sold on market.
  • Shares owned after transaction: The Merger cancelled the Class A/B shares and converted them to cash per the agreement; the filing indicates these shares were converted/cancelled rather than retained as public stock.
  • Notable footnotes:
    • F2/F6: Merger Agreement converted each share into the $1.18 per-share cash amount.
    • F3–F5: Some shares arose from previously earned “Earn Out” shares that became fixed in 2023, were converted into Class B shares, and then canceled/converted in the Merger.
    • F1: The Trust directly owns the shares; Patrick M. Nieri is an indirect owner/co-trustee and filed a separate Form 4.

Context

  • These transactions are merger-related cash conversions (not routine open-market insider trades). Derivative entries (grant/acquisition and immediate disposition) reflect the acceleration/conversion of previously issued earn-out/Class B shares and their cancellation under the Merger Agreement.
  • As a 10% owner via a trust, this is institutional/related-party disposition tied to the corporate transaction; it is not a signal of typical insider buy/sell sentiment.

Insider Transaction Report

Form 4Exit
Period: 2026-05-04
United Homes Group, Inc.UHG
PMN Trust 2018 dated 7/17/2018
10% Owner
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1][F2]
    2026-05-04−83,332→ 0 total
  • Other

    Rights to Receive Earn Out Shares

    [F3][F4]
    2026-05-04−2,979,418→ 0 total
    Exercise: $0.00Exp: 2028-03-30→ Class B Common Stock (2,979,418 underlying)
  • Award

    Class B Common Stock

    [F3][F6][F5]
    2026-05-04+2,979,418→ 8,954,994 total
    Exercise: $0.00→ Class A Common Stock (2,979,418 underlying)
  • Disposition to Issuer

    Class B Common Stock

    [F6][F5]
    2026-05-04−8,954,994→ 0 total
    Exercise: $0.00→ Class A Common Stock (8,954,994 underlying)
Footnotes (6)
  • [F1]These shares are directly owned by PMN Trust 2018 dated 7/17/2018 (the "Trust"), which is the Reporting Person and is a member of a "group" for purposes of Section 13(d) of the Exchange Act. These shares are also indirectly owned by Patrick M. Nieri, co-trustee and beneficiary of the Trust and also a member of the "group" for purposes of Section 13(d) of the Exchange Act. Mr. Nieri has the same address as the Trust (as provided on page 1) and has filed a separate Form 4.
  • [F2]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").
  • [F3]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.
  • [F4]As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration.
  • [F5]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date.
  • [F6]Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.

Documents

1 file
  • 4
    primary_doc.xmlPrimary

    PRIMARY DOCUMENT