Welcome to our dedicated page for UNITED HOMES GROUP SEC filings (Ticker: UHG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
United Homes Group, Inc. (NASDAQ: UHG) files a range of reports and disclosures with the U.S. Securities and Exchange Commission that document its activities as a publicly traded residential builder. These SEC filings cover its homebuilding operations in southeastern markets, financial performance, capital structure, governance changes and material events.
On this page, you can review current and historical SEC filings for UHG, including Form 8-K reports that describe significant developments. Recent 8-K filings have addressed topics such as quarterly financial results, preliminary operational unit statistics, the conclusion of a strategic alternatives review, director resignations, and retention agreements for key executives. These documents also confirm UHG’s status as an emerging growth company and its listing on The Nasdaq Stock Market, with common stock trading under UHG and warrants under UHGWW.
In addition to 8-Ks, investors typically consult annual reports on Form 10-K and quarterly reports on Form 10-Q for detailed information on revenue, cost of sales, gross profit, SG&A, non-GAAP measures like adjusted gross profit and adjusted EBITDA, liquidity, lot deposits, real estate inventory, derivative liabilities and other balance sheet items. These filings also describe the company’s land-light lot strategy, geographic focus and risk factors related to the homebuilding industry and macroeconomic conditions.
Stock Titan enhances access to UHG’s filings with AI-powered summaries and context that help explain complex sections, such as non-GAAP reconciliations, derivative liability accounting and covenant-related disclosures. Real-time updates from EDGAR ensure that new 10-Q, 10-K, 8-K and other forms appear promptly, while insider transaction reports on Form 4 can be used to monitor equity activity by directors and officers. This combination of raw filings and AI explanations is intended to make UHG’s regulatory record easier to review and compare over time.
United Homes Group, Inc. amended two major credit facilities to obtain temporary waivers of its Debt Service Coverage Ratio and Leverage Ratio covenants while it pursues a pending merger with Stanley Martin Homes, LLC. The Wells Fargo facility waivers run until the earlier of May 31, 2026 or a separate event of default. The Kennedy Lewis facility waives these ratios for the period from January 1, 2026 through the fiscal quarter ending on or prior to March 31, 2026. Both amendments require the borrower, if the merger has not closed by May 31, 2026, to refinance the applicable credit facility and repay all obligations in full within 60 days of that date or notice that the merger will not occur.
United Homes Group (UHG) agreed to be acquired by Stanley Martin Homes in a cash merger. Under the Merger Agreement dated February 22, 2026, each outstanding share of UHG common stock (other than excluded or dissenting shares) will be converted into the right to receive $1.18 per share in cash. The Majority Stockholders holding approximately 80% of combined voting power delivered written consent, so no stockholder vote is required. Parent intends to fund the Merger with cash on hand and the Merger is not subject to a financing condition. The Merger Agreement includes mutual termination fees of $4,000,000 under specified circumstances and provides appraisal rights under Section 262 of the DGCL.
United Homes Group’s controlling shareholders have updated their ownership and governance details and confirmed support for a planned merger. Michael P. Nieri reports beneficial ownership of 41,186,045 Class A common shares on an as-converted basis, representing 69.4% of the class, through direct holdings, options, Class B shares and family trusts.
The reporting persons together may be deemed to beneficially own 42,455,327 Class A shares, or 71.2% of the Class A shares outstanding, based on 21,853,341 Class A shares as of March 10, 2026. The amendment reflects trustee changes in the Nieri family trusts and notes that Nieri and affiliates holding about 80% of total voting power have already delivered written consent approving a merger in which United Homes Group will become a wholly owned subsidiary of Stanley Martin Homes, LLC.
United Homes Group (UHG) outlines its homebuilding business and a planned sale of the company. UHG has agreed to merge with Stanley Martin Homes, with each Class A and Class B share converting into the right to receive $1.18 in cash if the deal closes, after which UHG would be privately held and its Nasdaq listing removed.
UHG focuses on entry-level and move-up single-family homes in South Carolina, Georgia and North Carolina, using a land-light model in which about 96% of roughly 7,200 lots at December 31, 2025 were controlled via option contracts. For 2025, it recorded 1,227 net new orders, 1,419 starts and 1,192 closings, with a 13.0% cancellation rate and 192 homes in backlog valued at $68.1 million.
The filing highlights strategic initiatives such as refreshed product designs, cost reductions through supplier renegotiations, stricter land underwriting and ancillary earnings from a mortgage joint venture. It also details extensive risk factors, including completion risk and fixed pricing for the merger, governance disruptions, dependence on lot supply, leverage and credit facilities, exposure to housing cycles, inflation and interest rates, and the dual-class share structure that concentrates voting control.
United Homes Group, Inc. reported weaker 2025 results and agreed to be acquired by Stanley Martin Homes. Revenue for 2025 fell to $406.7 million from $463.7 million, with home closings down 16.7% to 1,192 and a net loss of $16.3 million versus prior net income of $46.9 million.
Profitability metrics were mixed: gross margin improved to 17.6% and adjusted EBITDA declined to $22.5 million from $31.6 million. The company ended 2025 with $80.8 million of available liquidity. Under a February 2026 merger agreement, each share will be converted into $1.18 in cash, and the company expects to close the transaction in the second quarter of 2026, after which it will be privately held.
United Homes Group, Inc. Schedule 13G discloses that Hilary L. Shane and the Hilary L. Shane Revocable Trust beneficially own 1,529,982 Class A Common Shares, representing 7.00% of the class as reported.
The filing shows sole voting and dispositive power over 1,529,982 shares and lists the trust and individual residence in Florida. Signatures are dated 02/26/2026.
United Homes Group, Inc. files Amendment No. 5 to a Schedule 13G/A reporting no beneficial ownership. The amendment, signed by Christopher M. Plahm as an investment adviser, states 0 shares beneficially owned and 0% of the class for the Common Stock (CUSIP 91060H108) as of 02/24/2026.
United Homes Group agreed to be acquired by Stanley Martin Homes in an all-cash merger valuing the company at an enterprise value of approximately $221 million. Public shareholders will receive $1.18 in cash for each share of Class A or Class B common stock, and the deal is expected to close in the second quarter of 2026 subject to customary conditions.
Immediately before closing, the company must issue 21,866,379 shares of common stock to satisfy existing earn-out obligations. Following completion, United Homes’ stock will be delisted from Nasdaq and deregistered under the Exchange Act, making it a wholly owned subsidiary of Stanley Martin. The merger has already received written consent from holders of about 70% of the voting power. The agreement includes reciprocal termination fees of $4,000,000. CEO Michael P. Nieri agreed, contingent on closing, to waive prior severance and change-of-control rights, instead receiving a one-time cash payment of $675,000 and 18 months of COBRA payments.
United Homes Group, Inc. approved a 2026 executive compensation framework covering base salaries and performance-based cash bonuses for its senior leaders. Jack Micenko, Chief Executive Officer and President, will receive a base salary of $650,000 and has a target cash bonus opportunity of $650,000. Keith Feldman, Chief Financial Officer, will receive a base salary of $400,000 with a target cash bonus opportunity of $400,000. For Micenko and Feldman, the 2026 bonus will depend on three Company performance measures: pretax profit, revenue, and closings. Meeting threshold performance for a metric pays 50% of that metric’s bonus portion, target performance pays 100%, and maximum performance pays 125%, tying their annual incentives directly to financial and operational results.
United Homes Group (UHG) reported a third‑quarter net loss as homebuilding activity cooled and non‑cash derivative remeasurements drove volatility. Revenue was $90.8 million for the quarter, down from $118.6 million a year ago, with gross profit of $16.0 million and SG&A of $17.6 million. A $27.2 million negative change in the fair value of derivative liabilities contributed to a net loss of $31.3 million (basic and diluted ($0.53)).
For the nine months, revenue was $283.3 million and the company recorded a net loss of $19.5 million. On the balance sheet, cash and cash equivalents were $25.6 million, inventories $174.6 million, and total assets $293.1 million. Debt included a $79.7 million syndicated line of credit and a $67.4 million term loan, net; the company amended both facilities in late September to adjust financial covenants and confirmed compliance as of September 30, 2025. The fair value of derivative liabilities totaled $51.2 million, including public and private warrant liabilities and an earnout liability.
As of November 4, 2025, UHG had 21,839,762 Class A and 36,973,876 Class B shares outstanding.