United Homes Group Files 8-K/A Amendment

TL;DR

UHGS filed an 8-K/A amendment for director/officer changes on 9/25.

AI Summary

United Homes Group, Inc. filed an amendment (8-K/A) on December 20, 2024, related to events on September 25, 2024. The filing concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. The company was formerly known as DiamondHead Holdings Corp. until October 27, 2020.

Why It Matters

This amendment provides updated information regarding changes in the company's board of directors and executive officers, which can impact corporate governance and strategic direction.

Risk Assessment

Risk Level: low — The filing is an amendment to a previous report and concerns routine corporate governance matters.

Key Players & Entities

• United Homes Group, Inc. (company) — Registrant
• September 25, 2024 (date) — Earliest event date
• December 20, 2024 (date) — Filing date
• DiamondHead Holdings Corp. (company) — Former company name
• October 27, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ered Class A Common Shares, par value $0.0001 per share UHG The Nasdaq Stock Market
• $11.50 — isable for one Class A Common Share for $11.50 per share UHGWW The Nasdaq Stock Mark
• $500,000 — ello will: receive an annual salary of $500,000; be entitled to certain other benefits
• $584,000 — ieri will; receive an annual salary of $584,000; be entitled to certain other benefits
• $5 million — d under certain conditions (including a $5 million severance benefit should Mr. Nieri's em

Filing Documents

• uhg-20240925.htm (8-K/A) — 38KB
• 0001830188-24-000041.txt ( ) — 209KB
• uhg-20240925.xsd (EX-101.SCH) — 2KB
• uhg-20240925_def.xml (EX-101.DEF) — 16KB
• uhg-20240925_lab.xml (EX-101.LAB) — 28KB
• uhg-20240925_pre.xml (EX-101.PRE) — 17KB
• uhg-20240925_htm.xml (XML) — 5KB

From the Filing

uhg-20240925 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No.1) 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): September 25, 2024 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 to 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. o EXPLANATORY NOTE United Homes Group, Inc. (the " Company ") is filing this Amendment No. 1 on Form 8-K/A (the " Amendment ") to amend its Form 8-K, originally filed with the U.S. Securities and Exchange Commission on September 25, 2024 (the " Original 8-K "), for the sole purpose of supplementing Item 5.02(d) of the Original 8-K to include additional disclosure regarding the compensatory arrangement and employment terms for Mr. Jamie Pirrello, who was appointed as the Company's Interim Chief Executive Officer, and Mr. Michael Nieri, who was appointed as the Company's Executive Chairman. No other revisions have been made to the Original 8-K, and other than as mentioned in the foregoing sentence, this Amendment does not amend, update, or change any other items or disclosures contained in the Original 8-K. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Employment Agreement with Jamie Pirrello On December 20, 2024, the Company and Mr. Pirrello entered into an employment agreement, effective as of October 1, 2024 (the "Pirrello Employment Agreement"), which sets forth the terms of Mr. Pirrello's employment as the Company's Interim Chief Executive Officer, reporting to the Company's Board of Directors (the "Board"). Pursuant to the Pirrello Employment Agreement, Mr. Pirrello will: receive an annual salary of $500,000; be entitled to certain other benefits ( e.g., insurance, vacation) commensurate with benefits received generally by the Company's executive officers; and be subject to certain confidentiality, non-solicitation, non-competition, and non-disparagement agreements. Unless earlier terminated pursuant to its terms or pursuant to the execution of a subsequent agreement between Mr. Pirrello and the Company, the Pirrello Employment Agreement will terminate three months after the Company's selection of a permanent Chief Executive Officer. Employment Agreement with Michael Nieri On December 20, 2024, the Company and Mr. Nieri entered into an employment agreement, effective as of October 1, 2024 (the "Nieri Employment Agreement"), which sets forth the terms of Mr. Nieri's employment as the Company's Executive Chairman, reporting to the Board. Pursuant to the Nieri Employment Agreement, Mr. Nieri will; receive an annual salary of $584,000; be entitled to certain other benefits ( e.g., insurance, vacation) commensurate with benefits received generally by the Company's executive officers; be eligible for a 2024 incentive bonus based upon quantitative and qualitative factors established on February 16, 2024 by the Board's Compensation Committee; be entitled to receive awards of stock options in an amount equal to the sum of the dollar value of equity awards granted to oth

View Full Filing

View this 8-K/A filing on SEC EDGAR