LOS ANGELES–(BUSINESS WIRE)–The Law Offices of Frank R. Cruz announces that it has filed a class action lawsuit in the United States District Court for the Southern District of New York, captioned Kadiyam v. United Homes Group, Inc., et al., Case No. 1:26-cv-02989, on behalf of persons and entities that purchased or otherwise acquired United Homes Group, Inc. (“United Homes” or the “Company”) (NASDAQ: UHG) securities between May 19, 2025 and February 22, 2026, inclusive (the “Class Period”). Plaintiff pursues claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
Investors are hereby notified that they have until 60 days from this notice to move the Court to serve as lead plaintiff in this action.
IF YOU SUFFERED A LOSS ON YOUR UNITED HOMES GROUP, INC. (UHG) INVESTMENTS, CLICK HERE TO SUBMIT A CLAIM TO POTENTIALLY RECOVER YOUR LOSSES IN THE ONGOING SECURITIES FRAUD LAWSUIT.
What Happened?
On May 19, 2025, the Company announced its Board of Directors had “appointed a special committee comprised solely of independent directors and initiated a review of strategic alternatives in order to explore ways to maximize shareholder value” including “a sale of the Company, a sale of assets, and a refinancing of existing indebtedness, among others.”
Then, on October 20, 2025, before the market opened, the Company announced the outcome of the special committee review. The special committee, in conjunction with its legal and financial advisors, “unanimously determined” that “continuing to execute on the Company’s strategic plan as an independent, public company is in the best interests of the Company and its stockholders at this time.”
However, the Company also disclosed that the entire Board of Directors, except for the Company’s founder, Michael Nieri, was prepared to resign unless “the Company’s existing management team was fully empowered to execute on the Company’s strategic plan” and “Mr. Nieri stepped down from his position as Executive Chairman of the Company and agreed to forego any remaining cash compensation to which he would be entitled under his existing employment agreement, in furtherance of Company cost-saving initiatives.” The Company reported that Nieri did not agree, and thus, six of the Company’s seven board members resigned and only Nieri remained on the Board.
On this news, United Homes’ stock price fell $2.23 per share, or 52.46%, to close at $2.03 per share on October 20, 2025, on unusually heavy trading volume.
Next, on November 6, 2025, before the market opened, United Homes issued a press release announcing its financial results for the three and nine months ended September 30, 2025. The press release revealed that, following the Company’s announcement of the special committee’s findings and the majority of the Board’s resignations, “the Company has been engaged in discussions with various key counterparties, including its lenders, land banking partners, and insurers, regarding, among other things, the pressing need to identify replacement directors, maintaining compliance with loan covenants, and planning for the ongoing operations of the Company.” The press release further revealed the Company had only closed 262 homes, a decrease of 29% year over year, resulting in $90.8 million in revenue, a decrease of 23% year over year.
On this news, United Homes’ stock price fell $0.11 per share, or 7.6%, to close at $1.34 per share on November 6, 2025, on unusually heavy trading volume.
Finally, on February 23, 2026, before the market opened, United Homes announced that it had agreed to become a wholly owned subsidiary of Stanley Martin Homes, LLC in an all-cash transaction that represents an enterprise value of approximately $221 million, cashing out all stockholders for consideration of $1.18 per share. On the last trading day preceding the announcement, United Homes’ stock closed at a price of $2.38. The deal price thus represents an over 50% discount on the preceding trading price. The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions.
On this news, United Homes’ stock price fell $1.23 per share, or 51.68%, to close at $1.15 per share on February 23, 2026, on unusually heavy trading volume.
What Is The Lawsuit About?
The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company’s controlling shareholder, Nieri, intended to force a sale of the Company; (2) that Nieri was taking actions to devalue the Company and its financial condition; (3) that Nieri leveraged his controlling interest to effectuate that sale, including by effectively forcing the dissident directors to resign; and (4) that, as a result of the foregoing, Nieri was not acting in the best interests of the Company and public investors.
Contact Us To Participate or Learn More:
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Contacts
Law Offices of Frank R. Cruz
2121 Avenue of the Stars, Suite 800
Telephone: 310-914-5007
Email: [email protected]
Visit our website at: www.frankcruzlaw.com
