United Homes Group Files 8-K on Agreements and Equity Sales

TL;DR

UHGS filed an 8-K detailing new financial agreements and equity sales, stay tuned for details.

AI Summary

United Homes Group, Inc. announced on December 5, 2024, that it entered into a material definitive agreement related to its financial obligations. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This filing follows the company's name change from DiamondHead Holdings Corp. on October 27, 2020.

Why It Matters

This 8-K filing provides crucial updates on United Homes Group's financial dealings and equity transactions, which could impact investor understanding of the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant financial maneuvers or potential dilution, requiring closer investor scrutiny.

Key Players & Entities

• United Homes Group, Inc. (company) — Registrant
• DiamondHead Holdings Corp. (company) — Former company name
• December 5, 2024 (date) — Date of earliest event reported
• 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 Mark
• $11.50 — isable for one Class A Common Share for $11.50 per share UHGWW The Nasdaq Stock Ma
• $5.00 — ing Stockholders at a purchase price of $5.00 per share before underwriting discounts
• $70,000,000 — elling Stockholders (a) an aggregate of $70,000,000, plus accrued and unpaid interest on th
• $20,000,000 — tain minimum Liquidity of not less than $20,000,000 and Unrestricted Cash of not less than
• $10,000,000 — and Unrestricted Cash of not less than $10,000,000 at all times. The Obligations of the Bo

Filing Documents

• tm2430715d1_8k.htm (8-K) — 50KB
• tm2430715d1_ex1-1.htm (EX-1.1) — 247KB
• tm2430715d1_ex10-1.htm (EX-10.1) — 167KB
• tm2430715d1_ex10-2.htm (EX-10.2) — 772KB
• tm2430715d1_ex99-1.htm (EX-99.1) — 24KB
• 0001104659-24-127664.txt ( ) — 1752KB
• uhg-20241205.xsd (EX-101.SCH) — 3KB
• uhg-20241205_def.xml (EX-101.DEF) — 26KB
• uhg-20241205_lab.xml (EX-101.LAB) — 36KB
• uhg-20241205_pre.xml (EX-101.PRE) — 25KB
• tm2430715d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On December 5, 2024, United Homes Group, Inc. (the " Company ") entered into an underwriting agreement (the " Underwriting Agreement ") with BTIG, LLC, as underwriter (the " Underwriter "), and the selling stockholders party thereto (collectively, the " Selling Stockholders "), in connection with its previously announced underwritten secondary offering (the " Offering ") of an aggregate amount of 7,420,057 shares of the Company's Class A common stock, par value $0.0001 per share (the " Common Stock ") (the " Base Shares "), to be sold by the Selling Stockholders at a purchase price of $5.00 per share before underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriter a 30-day option to purchase up to an additional 1,113,009 shares of Common Stock (such shares, together with the Base Shares, the " Shares "). On December 11, 2024, the Company and Selling Stockholders closed the Offering, with the Selling Stockholders selling 7,420,057 Base Shares. The Selling Stockholders received all of the proceeds from the Offering, less underwriting discounts and commissions. The Company did not sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale by the Selling Stockholders in the Offering. The Offering was made pursuant to a prospectus supplement, dated December 5, 2024, which amended and supplemented the base prospectus, dated July 3, 2024, which forms part of the Company's registration statement (File No. 333-280404) on Form S-3 previously filed with the Securities and Exchange Commission (the " Commission ") on June 21, 2024 and declared effective by the Commission on July 3, 2024. The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Compa

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Notes is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 above under the heading "Kennedy Lewis Credit Agreement" is incorporated into this Item 2.03 by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above under the heading "Redemption Agreement" is incorporated into this Item 3.02 by reference. The shares issued by the Company to the Selling Stockholders were issued pursuant to and in accordance with the exemption from registration under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 6, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated as of December 5, 2024, by and among United Homes Group, Inc., BTIG, LLC and the selling stockholders thereto. 10.1* Redemption Agreement, dated as of December 5, 2024, by and between United Homes Group, Inc. and the holders party thereto. 10.2* Credit Agreement, dated as of December 11, 2024, by and among United Homes Group, Inc., Great Southern Homes, Inc., Kennedy Lewis Agency Partners, LLC and the lenders party thereto. 99.1 Press Release Regarding Pricing of Offering of Common Stock of United Homes Group, Inc., dated December 6, 2024. 104 Cover page interactive data file (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to the exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 11, 2024 UNITED HOM

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