United Homes Group, Inc.: Amended and restated bylaws effective upon merger completion.
“Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.”
Governance Changes
United Homes Group, Inc.: Amended and restated certificate of incorporation effective upon merger completion.
“Effective upon completion of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1.”
M&A Transactions
United Homes Group, Inc. underwent a change of control involving Stanley Martin Homes, LLC for $1.18 per share in cash (closed 2026-05-04).
“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”). of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. As a result of the consummation of the”
Material Agreements
United Homes Group, Inc. terminated Credit Agreement with Kennedy Lewis Agency Partners LLC and other lenders.
“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”
Material Agreements
United Homes Group, Inc. terminated Second Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, and other lenders.
“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”
Shelton Twine departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
Jeremy Pyle departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
Robert Penny departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
Clive R. G. (Tom) O’Grady departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
Keith Feldman departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
John G. (Jack) Micenko, Jr. departed as other_named_officer at United Homes Group, Inc..
“John G. (Jack) Micenko, Jr., Keith Feldman, Michael Nieri, Clive R. G. (Tom) O’Grady, Robert Penny, Jeremy Pyle and Shelton Twine, each of whom was an officer of the Company immediately prior to the Effective Time, ceased to be an officer”
Alan Levine departed as director at United Homes Group, Inc..
“Robert Dozier, Jr., Jason Enoch, Alan Levine and Michael Nieri, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director”
Jason Enoch departed as director at United Homes Group, Inc..
“Robert Dozier, Jr., Jason Enoch, Alan Levine and Michael Nieri, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director”
Robert Dozier, Jr. departed as director at United Homes Group, Inc..
“Robert Dozier, Jr., Jason Enoch, Alan Levine and Michael Nieri, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director”
Michael Nieri departed as director at United Homes Group, Inc..
“Robert Dozier, Jr., Jason Enoch, Alan Levine and Michael Nieri, each of whom was a director of the Company as of immediately prior to the Effective Time, ceased to be a director”
Michael P. Nieri departed as other_named_officer at United Homes Group, Inc..
“Mr. Nieri’s employment terminated”
Material Agreements
United Homes Group, Inc. amended Second Amendment to Credit Agreement with financial institutions from time to time a party thereto, and Kennedy Lewis Agency Partners LLC, as administrative agent (effective 2026-03-31).
“On March 31, 2026 (the “KL Second Amendment Effective Date”), the Company entered into the Second Amendment to Credit Agreement (the “KL Second Amendment”), amending the Credit Agreement (as amended, the “KL Credit Agreement”) by and among the Company, GSH, the financial institutions from time to time a party thereto (collectively, the “KL Lenders”), and Kennedy Lewis Agency Partners LLC, as administrative agent (the “KL Administrative Agent”; the KL Administrative Agent and the other Lenders are referred to herein collectively as the “KL Lender Parties”).”
Material Agreements
United Homes Group, Inc. amended Fifth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (effective 2026-03-31).
“On March 31, 2026 (the “Fifth Amendment Effective Date”), United Homes Group, Inc. (the “Company”) entered into the Fifth Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the “Fifth Amendment”), amending the Second Amended and Restated Credit Agreement (as amended, the “WF Credit Agreement”) by and among the Company, Great Southern Homes, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“GSH”), Rosewood Communities, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“Rosewood”), Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto (the “Lenders”).”
Earnings Releases
United Homes Group, Inc. reported the fiscal year ended December 31, 2025 results: revenue $406.7 million.
“Home closings of 1,192, a decrease of 17% year over year compared to 1,431 home closings in 2024, resulting in revenue, net of sales discounts, of $406.7 million, a decrease of 12%”
Earnings Releases
United Homes Group, Inc. reported the fourth quarter ended December 31, 2025 results: revenue $123.4 million, net income $3.2 million, EPS $0.05 per diluted share.
“For the fourth quarter 2025, net income was $3.2 million , or $0.05 per diluted share, which included a gain from the change in fair value of derivative liabilities of $22.1 million , with that change primarily due to changes in fair value on the Company's warrants due to fluctuation in the warrant price during the measurement period, representing a non-cash expense item, partially offset by deferred tax expense of $20.4 million related to a valuation allowance against the Company's net deferred tax assets. Net income for the fourth quarter 2024 was $0.7 million, or $0.01 per diluted share, which included a change in fair value of derivative liabilities of $38.0 million, partially offset by a predominantly non-cash loss on extinguishment of Convertible Notes of $45.6 million. Adjusted book value 2 , which excludes derivative liabilities and goodwill, was $78.3 million as of December 31, 2025 . Revenue, net of sales discounts, for the fourth quarter 2025 was $123.4 million, compared to”
Jeremy Pyle was appointed as co-Chief Operating Officer at United Homes Group, Inc..
“the Board appointed Jeremy Pyle, age 47, as a co-Chief Operating Officer of the Company.”
James M. (Jamie) Pirrello departed as Interim Chief Executive Officer at United Homes Group, Inc..
“James M. (Jamie) Pirrello has stepped down from his position as Interim Chief Executive Officer, effective May 19, 2025.”
John G. (Jack) Micenko, Jr. changed role as Chief Executive Officer and President at United Homes Group, Inc..
“the Company’s board of directors (the “Board”) has promoted the Company’s President, John G. (Jack) Micenko, Jr., to the role of Chief Executive Officer and President of the Company, effective as of May 19, 2025.”
Jamie Pirrello was appointed as interim Chief Executive Officer at United Homes Group, Inc..
“the Board appointed Jamie Pirrello, a current member of the Board and a consultant to the Company, as interim Chief Executive Officer of the Company.”
Shareholder Votes
United Homes Group, Inc. shareholders approved Ratification of Appointment of FORVIS, LLP as independent registered public accounting firm for the year ending December 31, 2024 at the 2024-05-15 meeting.
“Proposal 2 – Ratification of Appointment of FORVIS, LLP The appointment of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was ratified by the shareholders by the following vote: Votes For Votes Against Votes Abstained 78,374,358 1,144 0”
Shareholder Votes
United Homes Group, Inc. shareholders approved Election of Class I directors at the 2024-05-15 meeting.
“Proposal 1 – Election of Directors The following Class I directors were elected to the Board to serve as directors until the Company’s 2027 annual meeting of stockholders and until their successors have been duly elected and qualified: Director Votes For Votes Withheld Broker Non-Votes Michael P. Nieri 75,323,603 1,093,221 1,958,678 James P. Clements 75,249,522 1,167,302 1,958,678”
Earnings Releases
United Homes Group, Inc. reported three months ended March 31, 2024 results: revenue $100.8 million, net income $24.9 million, or $0.44 per diluted share, EPS $0.44 per diluted share.
“(EX-99.1) --- UNITED HOMES GROUP, INC. REPORTS 2024 FIRST QUARTER RESULTS First Quarter 2024 Highlights • 311 homes closed, resulting in revenue, net of sales discounts, of $100.8 million • Average sale price ("ASP") of production-built homes was approximately $335,000 compared to $314,000 in Q1 2023 • 384 net new home orders in Q1 2024 compared to 389 net new”
James M. Pirrello was elected as Director at United Homes Group, Inc..
“On April 19, 2024, the Board of the Company elected James M. Pirrello to fill the vacancy on the Board created as a result of Mr. Hamamoto’s resignation, as a Class III director whose term will expire at the Company’s 2026 annual meeting of stockholders.”
David Hamamoto resigned as Director at United Homes Group, Inc..
“On April 17, 2024, David Hamamoto resigned as a member of the board of directors (the “Board”) of United Homes Group, Inc. (the “Company”), with such resignation becoming effective immediately.”
Earnings Releases
United Homes Group, Inc. reported the fiscal year ended December 31, 2023 results: revenue $421.5 million.
“1,383 homes closed, resulting in revenue, net of sales discounts, of $421.5 million”
Earnings Releases
United Homes Group, Inc. reported the fourth quarter ended December 31, 2023 results: revenue $116.8 million, net income $66.6 million, EPS $(1.38) per diluted share.
“HOMES GROUP, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Fourth Quarter 2023 Highlights • 387 homes closed, resulting in revenue, net of sales discounts, of $116.8 million • Average sale price ("ASP") of production-built homes was approximately $320,000 compared to $300,000 in Q4 2022 • 294 net new home orders in Q4 2023 compared to 271 net new”
Material Agreements
United Homes Group, Inc. amended Second Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents with Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, and the lenders party thereto (effective 2024-01-26).
“On January 26, 2024, United Homes Group, Inc. (the “Company”) entered into the Second Amendment to the Second Amended and Restated Credit Agreement and Omnibus Amendment to Loan Documents (the “Second Amendment”), amending the Second Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), by and among the Company, Great Southern Homes, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“GSH”), Rosewood Communities, Inc., a South Carolina corporation and a wholly-owned subsidiary of the Company (“Rosewood”), Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto (the “Lenders”).”
Earnings Releases
United Homes Group, Inc. reported the three and nine months ended September 30, 2023 results: revenue $87.7 million, net income $150.8 million, or $2.35 per diluted share, EPS $2.35 per diluted share.
“(EX-99.1) --- UNITED HOMES GROUP, INC. REPORTS 2023 THIRD QUARTER RESULTS Third Quarter 2023 Highlights • 283 homes closed, resulting in revenue, net of sales discounts, of $87.7 million • Average sale price ("ASP") of production-built homes was approximately $316,000 compared to $315,000 in Q3 2022 • 272 net new home orders in Q3 2023 compared to 175 net new”
Debt Financings
United Homes Group, Inc. amended revolving credit of up to $240,000,000 with Wells Fargo Bank, National Association, as administrative agent; Wells Fargo Securities, LLC, as sole Lead Arranger and sole Bookrunner; and the lenders party thereto at Secured Overnight Financing Rate plus an applicable margin (ranging from 275 bas maturing August 10, 2026.
“given them in the Second Amended and Restated Credit Agreement. The Second Amended and Restated Credit Agreement provides for a three-year revolving credit facility of up to $240,000,000 (the “Revolving Loans” or the “Amended Credit Facility”). The Amended Credit Facility also includes a $2,000,000 letter of credit as a sub-facility subject to the same terms and”
Earnings Releases
United Homes Group, Inc. reported second quarter 2023 results: revenue $122.1 million.
“RESULTS Second Quarter 2023 Highlights · Average sale price (ASP) of production-built homes increased to $313,000 from $300,000 in Q2 2022 · 385 homes closed resulted in $122.1 million of revenues · 341 net new home orders during Q2 2023 · Backlog value was $94.2 million as of June 30, 2023 · Active community count of 53 as of June 30, 2023 · Approximately”
John G. (Jack) Micenko, Jr. was appointed as President at United Homes Group, Inc..
“On July 17, 2023, the board of directors (the “Board”) of United Homes Group, Inc. (the “Company”) appointed John G. (Jack) Micenko, Jr., age 49, as President of the Company.”
Earnings Releases
United Homes Group, Inc. reported first quarter ended March 31, 2023 results: revenue $94.8 million, net income Net loss attributable to common stockholders was $204.5 million, or $(5.44) per diluted share, EPS $(5.44) per diluted share.
“homebuilder with a “land-light” operating model ● Average sales price (ASP) of production-built homes increased to $314k from $272k in Q1 2022 ● 328 closed homes resulted in $94.8 million of revenues ● Backlog value was $103.3 million as of March 31, 2023 ● 389 net new home orders during the first quarter 2023, 128 net new home orders during April 2023 ● Active”
Auditor Changes
United Homes Group, Inc. engaged FORVIS, LLP as its auditor.
“(b) Engagement of new independent registered public accounting firm On April 25, 2023, the Board approved the engagement of FORVIS, LLP (“FORVIS”) as its independent registered public accounting firm, effective upon the Auditor Change Effective”
Auditor Changes
United Homes Group, Inc. dismissed Marcum LLP as its auditor.
“Item 4.01 Changes in Registrant’s Certifying Accountant (a) Dismissal of independent registered public accounting firm On April 25, 2023, the Company’s audit committee (the “Audit Committee”) approved the dismissal of Marcum LLP (“Marcum”) as its independent registered public accounting”
Governance Changes
United Homes Group, Inc.: Company ceased to be a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased to be a shell company.”
Governance Changes
United Homes Group, Inc.: Amended and Restated Bylaws adopted effective as of Closing Date.
“On the Closing Date, the Board approved and adopted the Amended and Restated By-laws of the Company (the “ Bylaws ”)”
Governance Changes
United Homes Group, Inc.: Amended and Restated Certificate of Incorporation filed following business combination.
“Immediately following the consummation of the Business Combination, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “ Certificate of Incorporation ”) with the Secretary of State of the State of Delaware, which was approved by the stockholders of the Company at the Special Meeting.”
M&A Transactions
United Homes Group, Inc. underwent a change of control involving Great Southern Homes, Inc. (closed 2023-03-30).
“consummated its previously announced business combination pursuant to the terms of the Business Combination Agreement”
Debt Financings
United Homes Group, Inc. incurred debt of aggregate gross amount of the PIPE Investment was $75,000,000 with PIPE Investors.
“he Closing Date, (i) certain investors (“ PIPE Investors ”) purchased from the Company an aggregate of (A) 471,500 shares of UHG Class A Common Shares at a purchase price of $10.00 per share, and (B) 117,875 UHG Class A Common Shares”
Debt Financings
United Homes Group, Inc. incurred convertible notes of $80,000,000 in original principal amount of convertible promissory notes with Convertible Note Investors at Not specified in excerpt maturing Not specified in excerpt.
“On the Closing Date, certain investors (the “ Convertible Note Investors ”) purchased from the Company $80,000,000 in original principal amount of convertible promissory notes (the “ Notes ”)”
Shareholder Votes
United Homes Group, Inc. shareholders approved Incentive Plan Proposal at the 2023-03-23 meeting.
“Proposal 6 : To approve and adopt the United Homes Group, Inc. 2023 Equity Incentive Plan (the “ Incentive Plan Proposal ”). The voting results for the Incentive Plan Proposal were as follows: For Against Abstain 12,793,232 30,006 1,000”
Shareholder Votes
United Homes Group, Inc. shareholders approved NASDAQ Proposal at the 2023-03-23 meeting.
“Proposal 5 : To approve, for purposes of complying with applicable NASDAQ listing rules: (i) the issuance of UHG Class A Common Shares, which will carry one vote per share, and UHG Class B Common Shares, which will carry two votes per share, to GSH equityholders pursuant to the Business Combination Agreement; and (ii) the issuance of UHG Class A Common Shares pursuant to the conversion of Founder Shares (the “ NASDAQ Proposal ”). The voting results for the NASDAQ Proposal were as follows: For Against Abstain 12,791,642 31,596 1,000”
Shareholder Votes
United Homes Group, Inc. shareholders approved Director Election Proposal at the 2023-03-23 meeting.
“Proposal 4 : To elect ten directors to serve on the board of directors of DHHC following the consummation of the Business Combination until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “ Director Election Proposal ”). The voting results for the Director Election Proposal were as follows: Michael Bayles (Class I) For Withheld 12,820,731 3,508 Eric S. Bland (Class I) For Withheld 12,821,141 3,098 James P. Clements (Class I) For Withheld 12,821,141 3,098 Michael Nieri (Class I) For Withheld 12,820,735 3,504 Robert Dozier (Class II) For Withheld 12,821,145 3,094 Alan Levine (Class II) For Withheld 12,821,141 3,098 Tom O’Grady (Class II) For Withheld 12,820,731 3,508 James Enoch (Class III) For Withheld 12,821,141 3,098”
Shareholder Votes
United Homes Group, Inc. shareholders approved Governance Proposal at the 2023-03-23 meeting.
“Proposal 3 : To consider and vote upon, on a non-binding advisory basis, the material differences between the Proposed Charter and the Certificate of Incorporation of the Company as separate proposals in accordance with SEC requirements (the “ Governance Proposal ”). The voting results for the Governance Proposal were as follows: For Against Abstain 12,793,232 30,007 1,000”
Shareholder Votes
United Homes Group, Inc. shareholders approved Charter Approval Proposal at the 2023-03-23 meeting.
“Proposal 2 : To adopt the Amended and Restated Certificate of Incorporation of DHHC (the “ Charter Approval Proposal ”). The voting results for the Charter Approval Proposal were as follows: For Against Abstain 12,791,329 31,907 1,003”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.