United Homes Group, Inc.

false --12-31 0001830188 0001830188 2026-05-04 2026-05-04 0001830188 us-gaap:CommonClassAMember 2026-05-04 2026-05-04 0001830188 us-gaap:WarrantMember 2026-05-04 2026-05-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2026 UNITED HOMES GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-39936 85-3460766 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 917 Chapin Road Chapin , South Carolina 29036 (Address of principal executive offices) (Zip Code) ( 844 ) 766-4663 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Shares, par value $0.0001 per share UHG The Nasdaq Stock Market LLC Warrants, each exercisable for one Class A Common Share for $11.50 per share UHGWW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Introductory Note This Current Report on Form 8-K is being filed in connection with the consummation on May 4, 2026 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 22, 2026 (the “Merger Agreement”), by and among United Homes Group, Inc., a Delaware corporation (the “Company”), Stanley Martin Homes, LLC, a Delaware limited liability company (“Parent”), and Union MergeCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), each share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock” and, together with Class A Common Stock, the “Company Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement or Dissenting Shares) was converted into the right to receive cash in an amount equal to $1.18, without interest thereon (the “Per Share Amount”). Item 1.02 Termination of a Material Definitive Agreement. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Concurrently with the occurrence of the Effective Time, the Company repaid all loans, indebtedness, and other obligations, terminated all credit commitments outstanding, and terminated and released all guarantees in respect thereof and all liens on the assets and property of the Company and its applicable subsidiaries securing such indebtedness, as applicable, under (i) that certain Second Amended and Restated Credit Agreement, dated as of August 10, 2023 (as amended from time to time), among the Company, Great Southern Homes, Inc., Rosewood Communities, Inc., Wells Fargo Bank, National Association, the lenders party thereto and the other parties party thereto and (ii) that certain Credit Agreement, dated as of December 11, 2024 (as amended from time to time), among the Company, Great Southern Homes, Inc., Rosewood Communities, Inc., Kennedy Lewis Agency Partners LLC, the lenders party thereto and the other parties party thereto. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. At the Effective Time, by virtue of the Merger, the Company’s equity awards and other securities were treated as follows: · Each Company Stock Option that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the Effective Time (without regard to the exercise price of such Company Stock Option) in exchange for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the amount of the Option Consideration, if any, with respect to such Company Stock Option, except that if the per-share exercise price of any such Company Stock Option was equal to or greater than the Per Share Amount, such Company Stock Option was canceled and terminated without any cash payment being made in respect thereof; · Each Company RSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the Effective Time 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 subject to such Company RSU immediately before the Effective Time; and · Each Company PSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled as of immediately prior to, and contingent upon, the Effective Time 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 subject to such Company PSU immediately before the Effective Time (with any performance-based goals deemed to be achieved and satisfied at 100%). In connection with the Merger, immediately prior to the Effective Time, the Company was required to issue 21,886,379 shares of Company Common Stock to satisfy its obligations in respect of the Earn Out Shares, in accordance with the terms of the existing Business Combination Agreement, dated as of September 10, 2022, by and among DiamondHead Holdings Corp., Hestia Merger Sub, Inc. and Great Southern Homes, Inc. and the existing Sponsor Support Agreement, dated as of September 10, 2022, by and among DHP SPAC-II Sponsor LLC, DiamondHead Holdings Corp., and Great Southern Homes, Inc. Additionally, in connection with the Merger, the strike price of each Warrant was adjusted downwards in accordance with Section 4.4 of the existing Warrant Agreement, dated as of January 25, 2021, by and between DiamondHead Holdings Corp. and American Stock Transfer & Trust Company, LLC, and the strike price of each Stock Warrant was adjusted downwards in accordance with Section 3.4 of the existing Warrant Purchase Agreement, dated as of January 28, 2022, b