🧾 What This Document Is

This is a DEFM14C, called an "Information Statement." It's not a proxy statement asking for your vote. Instead, it's a formal notice telling you that a major company decision has already been made for you, and explaining your rights as a shareholder. Think of it as a mandatory "here's what happened and here's what you can do about it" letter.

In this case, it's notifying shareholders that United Homes Group, Inc. (UHG) has agreed to be bought out and will stop being a public company.

🏢 What The Company Does

👉 In simple terms... United Homes Group is a homebuilder. They design, build, and sell residential houses, primarily in the southeastern United States. They operate through brands like Great Southern Homes and Rosewood Communities.

They were a public company, with Class A shares trading on Nasdaq under "UHG." Their business, like many homebuilders, is sensitive to interest rates, housing demand, and the cost of land and materials.

💰 The Deal: A Full Buyout

The core of this document is a merger agreement. Here’s what’s happening:

• The Buyer: A company called Stanley Martin Homes, LLC ("Parent") is acquiring UHG through a merger.
• The Price: $1.18 in cash for each share of UHG common stock (both Class A and Class B) you own.
• The Result: Once the merger is complete, UHG will become a privately owned subsidiary of Stanley Martin. Your shares will be gone, and you’ll get cash instead.

Why $1.18? The filing explains the board felt this was a fair price given the company's challenges. An independent financial advisor, Vestra LLC, gave an opinion that the price was "fair" from a financial point of view to the Class A shareholders.

🤔 How Was This Decision Made? (A Key Detail)

This is crucial: You, as a minority shareholder, are not voting on this.

On February 22, 2026, Michael Nieri (the company's Executive Chairman and controlling shareholder) and his affiliates used their combined ~80% voting power to approve the merger via a "Written Consent." Since they had more than the required majority, the deal is approved. No shareholder meeting is needed.

This is why it's an Information Statement, not a proxy. The decision is made; they're just informing you.

⚖️ Big Picture: Why This Deal? (👍 Strengths & ⚠️ Risks)

The filing hints at a tough situation that led to this sale.

👍 The Upside (Strengths of the Deal):

• Certainty of Cash: Shareholders get a defined cash payout now, avoiding future market and company-specific risks.
• Financial Advisor Approval: The Special Committee's independent advisor deemed the price fair.
• Solves Company Problems: The filing details how UHG was facing potential defaults on its loans and had limited options to stay a viable standalone public company. This sale provides an exit.

⚠️ The Downside (Risks & Considerations):

• Price is Fixed: If you believe the company is worth more than $1.18 per share, you cannot benefit from future growth. The deal is done.
• No Future Upside: You will not own any part of the combined future company.
• Appraisal Rights Are Complex: You can challenge the price in court, but it's a difficult, costly, and uncertain legal process (more on this below).

📜 Your Rights & Next Steps

Since you didn't get a vote, the law gives you two main paths:

1. Do Nothing & Get Paid: If you accept the deal, you don't need to do anything. After the merger closes (expected in 2026), you'll receive instructions on how to get your $1.18 per share in cash.

2. Exercise Appraisal Rights (The Hard Path): If you believe $1.18 is too low, you can demand the Court of Chancery in Delaware appraise your shares and determine their "fair value." This is not simple.

   • You must send a written demand for appraisal by May 10, 2026 (20 days after the mailing date of April 10, 2026).
   • You must not have voted or consented for the merger (the Majority Stockholders already did).
   • You must hold your shares through the completion of the merger.
   • A court could value shares higher, lower, or equal to $1.18. You'd bear legal costs and uncertainty.

🔮 What's Next & Key Dates

• Merger Completion: The deal is expected to close in 2026, assuming standard conditions are met.
• The "End Date": If not closed by August 22, 2026, either side can walk away.
• Last Day for Appraisal Demand: May 10, 2026 (if you want to challenge the price in court).
• Stock Tickers: Your UHG shares will be canceled. The warrants (UHGWW) will also be affected, with their terms adjusted downward.

🧠 The Analogy

Imagine a family-owned neighborhood lemonade stand that grew into a bigger business and sold shares to neighbors (the public). Now, the founding family (the controlling shareholder) has decided to sell the whole business to a larger lemonade company next door. They've already used their majority vote to agree on the sale price of $1.18 per cup-share. As a neighbor with a few shares, you're being handed a notice saying, "The deal is done. Here's your $1.18 when the sale closes. If you think your shares are worth more, you can sue to prove it, but it's a big hassle." You have to decide: take the guaranteed cash or fight a legal battle for a potentially different outcome.

🧩 Final Takeaway

United Homes Group, facing financial strain, is being taken private by Stanley Martin Homes. The controlling shareholder has already approved the sale at $1.18 per share. As a minority shareholder, your role is to decide whether to accept the cash payout or undertake the complex process of appraising your shares in court. This deal effectively marks the end of UHG as a publicly traded company.