PMN Trust 2018 dated 7/17/2018 4

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.