United Homes Group Announces Executive and Director Changes

TL;DR

UHGS board shakeup: new execs in, some old ones out. Watch for strategy shifts.

AI Summary

United Homes Group, Inc. announced on January 22, 2025, changes in its executive team and board of directors. Specifically, the company reported the departure of certain officers and directors, alongside the election of new directors and the appointment of new officers. The filing also touches upon compensatory arrangements for certain key executives.

Why It Matters

Changes in leadership and board composition can signal shifts in company strategy, operational focus, or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Executive and director changes can introduce uncertainty regarding future strategy and execution, warranting closer monitoring.

Key Numbers

• 001-39936 — SEC File Number (Identifies the company's filing history with the SEC.)
• 85-3460766 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• United Homes Group, Inc. (company) — Registrant
• January 22, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 917 Chapin Road (address) — Principal executive offices
• Chapin, South Carolina 29036 (address) — Principal executive offices location
• DiamondHead Holdings Corp. (company) — Former company name

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
• $13.50 — rading days is greater than or equal to $13.50. The foregoing summaries of the time-b

Filing Documents

• uhg-20250122.htm (8-K) — 49KB
• 0001830188-25-000006.txt ( ) — 214KB
• uhg-20250122.xsd (EX-101.SCH) — 2KB
• uhg-20250122_def.xml (EX-101.DEF) — 16KB
• uhg-20250122_lab.xml (EX-101.LAB) — 27KB
• uhg-20250122_pre.xml (EX-101.PRE) — 16KB
• uhg-20250122_htm.xml (XML) — 4KB

From the Filing

uhg-20250122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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): January 22, 2025 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 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 22, 2025, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of United Homes Group, Inc. (the "Company") approved the 2025 compensation framework (the "2025 Executive Compensation Framework") for the Company's executives (the "Executives"), including its named executive officers, which included base salaries, cash bonuses, and equity awards, as described in more detail below. With respect to the equity awards, the Committee approved (1) performance-based equity grants in the form of performance stock units, and (2) time-based equity grants in the form of stock options (collectively, the "Awards"), which were subsequently granted under the United Homes Group, Inc. 2023 Equity Incentive Plan (the "Plan"). The following is a description of the material terms and conditions of the 2025 Executive Compensation Framework and the Awards. 2025 Executive Compensation Framework The Committee retained WealthPoint Business Advisory Services, LLC ("WealthPoint") in its development of the 2025 Executive Compensation Framework, and WealthPoint worked with management at the request and under the direction of the Committee. The 2025 Executive Compensation Framework consists of the following: Base salaries for the 2025 fiscal year; Cash bonus potential, pursuant to which the Executives will be entitled to bonuses based on achievement of certain performance metrics; and Equity awards, pursuant to which the Executives will be entitled to both time-based and performance-based equity awards. The Committee's approval of the 2025 Executive Compensation Framework was based on various factors, including, among others, recommendations made by WealthPoint. Base Salaries and Cash Bonuses The 2025 base salaries and target bonuses set by the Committee for each of the Company's named executive officers and Chief Financial Officer are as follows: Executive Officer Base Salary Cash Bonus Potential Michael Nieri, Executive Chairman $ 608,000 $ — Jack Micenko, President $ 650,000 $ 812,500 Tom O'Grady, Chief Administrative Officer $ 325,000 $ 406,250 Keith Feldman, Chief Financial Officer $ 400,000 $ 500,000 For each of Messrs. Micenko and Feldman, bonus potential of 100% of the officer's base salary will be based upon the Company's achievement of three performance measures: (i) pretax profit, as defined by the Company, (ii) revenue, and (iii) closings. For Mr. O'Grady, bonus potential of 100% of his base salary will be based upon (i) the Company's achievement of pretax profit at the requisite performance level and (ii) individualized performance metrics established by the Committee. In each instance, performance that meets the t

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