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): December 12, 2024
UNITED HOMES GROUP, INC.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 December 12, 2024, Robert Grove resigned as a member of the Board of Directors (the “Board”) of United Homes Group, Inc. (the “Company”), effective as of December 12, 2024, pursuant to the terms of a previously disclosed redemption agreement, dated December 5, 2024, by and among the Company, Conversant Opportunity Master Fund, LP and the other noteholders party thereto. Mr. Grove served as director and board representative of Conversant Opportunity Master Fund, LP, and his resignation is not a result of any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. The Board approved a decrease in the size of the Board from nine to eight members, effective upon Mr. Grove’s resignation.
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 12, 2024
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| United Homes Group, Inc. |
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| By: | /s/ Keith Feldman |
| Name: | Keith Feldman |
| Title: | Chief Financial Officer |
