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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): April 17, 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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
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. As a Class III director, Mr. Hamamoto’s term was set to expire at the Company’s annual meeting of stockholders to be held in 2026. Mr. Hamamoto’s resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices.
Election of Director
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. Mr. Pirrello, 65, is the Managing Partner of Berkeley-Columbia Consulting Group. From 2018 through February 2023, Mr. Pirrello served as a Regional President for Century Communities, Inc. (NYSE: CCS), overseeing their Southeast, Texas, and Florida regions. He also served as CFO of Interior Logic Group, one of the nation’s largest flooring and finishes contractors to homebuilders, multifamily builders, and big box home supply stores. During his tenure at ILG, he guided the company through its merger with Interior Specialists, ILG’s largest competitor, in early 2018. From 2016 to 2017, Mr. Pirrello was the CFO of UCP, Inc. (NYSE: UCP), a San Jose-based land developer and homebuilder that was acquired by Century Communities in 2017. Before UCP, Mr. Pirrello spent most of his 30 years in homebuilding with large public and private builders, including PulteGroup, Inc. (NYSE: PHM), NVR, Inc. (NYSE: NVR), First Homebuilders of Florida, and BCB Homes, in markets throughout the United States. He has raised billions of dollars in capital, both public and private, and including debt and equity. Mr. Pirrello has extensive experience in M&A transactions and homebuilding operations. Mr. Pirrello earned two MBAs, from Columbia University and the University of California at Berkeley, and his undergraduate degree in accounting from Juniata College.
Mr. Pirrello will receive compensation for his service as a non-employee member of the Board at the same level as the Company’s other non-employee directors.
There are no arrangements or understandings between Mr. Pirrello and any other person pursuant to which Mr. Pirrello was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Pirrello has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On April 22, 2024, the Company issued a press release regarding the changes in composition of the Board described in Item 5.02 above. The press release is being furnished hereto as Exhibit 99.1. The information in this Item 7.01, including the Exhibit 99.1 attached hereto, shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| 99.1 | Press Release, dated April 22, 2024 |
| 104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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: April 22, 2024
| United Homes Group, Inc. | ||
| By: | /s/ Keith Feldman | |
| Name: | Keith Feldman | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
United Homes Group Announces Board of Directors Update
COLUMBIA, SC, April 22, 2024 / United Homes Group, Inc. (“UHG” or the “Company”) (Nasdaq: UHG) announced today that David Hamamoto has resigned from the Board of Directors. Mr. Hamamoto was the founder and principal sponsor of DiamondHead Holdings Corp., which subsequently merged with Great Southern Homes to create UHG, now a publicly-traded homebuilder. The Company is also announcing that Mr. Hamamoto’s seat will be filled by Jamie Pirrello, a 30-year veteran of the homebuilding industry whose resume includes leadership roles at publicly traded homebuilders including Century Communities, Inc. (NYSE: CCS), NVR (NYSE: NVR) and UCP, Inc. (NYSE: UCP).
Mr. Hamamoto commented, “It’s been an honor to partner with Michael Nieri and team over the past few years to help guide his company into the public markets. As we’ve recently recognized the one-year anniversary of the business combination between Great Southern Homes and DiamondHead Holdings and the listing of UHG, the time is right to bolster the team with a seasoned homebuilding professional of Jamie’s caliber. As an equity investor in the company, I look forward to its continued growth.”
UHG Chairman and CEO Michael Nieri stated, “David was critical in helping me fulfill my vision in becoming a publicly traded homebuilder, particularly at a time when macro headwinds were a key focus of investor sentiment around our industry. He’s been a great partner – I thank him for his contributions and wish him well in future endeavors. At the same time, I’m excited to welcome Jamie to the UHG team. His industry experience will be an asset to the organization now and in the future.”
Mr. Pirrello is currently the Managing Partner of Berkeley-Columbia Consulting Group. From 2018 through February 2023, Mr. Pirrello served as a Regional President for Century Communities, overseeing the company’s Southeast, Texas and Florida regions. From 2017 to 2018, Mr. Pirrello was the CFO of Interior Logic Group, one of the nation’s largest flooring and finishes contractors to homebuilders, multifamily builders, and big box home supply stores. During his tenure at ILG, he guided the company through its merger with Interior Specialists, ILG’s largest competitor, in early 2018. From 2016 to 2017, Mr. Pirrello was the CFO of UCP, a San Jose-based land developer and homebuilder that was acquired by Century Communities in 2017. Before UCP, Mr. Pirrello spent most of his 30 years in homebuilding with large public and private builders, including PulteGroup, Inc. (NYSE: PHM), NVR, First Homebuilders of Florida, and BCB Homes, in markets throughout the United States. He has raised billions of dollars in capital, both public and private, and including debt and equity. Mr. Pirrello has extensive experience in M&A transactions and homebuilding operations. Mr. Pirrello earned two MBAs, from Columbia University and the University of California at Berkeley, and his undergraduate degree in accounting from Juniata College.
Mr. Pirrello stated, “I’m thrilled to join the UHG Board of Directors and believe my experience is uniquely aligned to help the company accomplish its medium and long-term growth goals. The combination of UHG’s strong legacy foundation and investments over the past year as a public company to drive future growth are a great platform for future success.”