Private company

United Homes Group, Inc.

United Homes Group, Inc. is an American operative builders company based in New York.2

Last updated Oct 20, 2026.

Overview

$406.7MRevenue, fiscal 20253
-$16.3MNet income, fiscal 20253
  • IndustryOperative Builders2
  • HeadquartersNew York, United States2
  • Incorporated inDE4
  • Business address917 Chapin Road, Chapin, Sc 290364
  • Filer category, Emerging growth company4
  • Legal formCorporation2
  • LEI549300HWN3ECTEH7I3802
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 38362462

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UHG designs, builds and sells homes in high growth markets, including South Carolina, North Carolina, and Georgia. UHG employs a land-light operating strategy, with a focus on the design, construction and sale of entry-level, first, second and third move-up single-family houses. UHG principally builds detached single-family houses, and, to a lesser extent, attached single-family houses, including duplex houses and town houses.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

17.6%Gross margin3
-0.0%Operating margin3
-4.0%Net margin3
-12.3%Revenue growth, 20253
-28.3%Return on equity3
1.18×Debt to equity3
-$21.6MFree cash flow3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue79¢$335.0M
  • Selling, general and admin17¢$71.8M
  • Income tax4¢$16.7M

Out of $406.7M in revenue.3 The company lost money this year.

Financial statements

Revenue673$406.7M in 2025−15% since 2022
0$200.0M$400.0M$600.0M2022: $477.0M$477.0M20222023: $421.5M$421.5M2023−12%2024: $463.7M$463.7M2024+10%2025: $406.7M$406.7M2025−12%
Gross profit673$71.7M in 2025−40% since 2022
0$50.0M$100.0M$150.0M2022: $118.8M$118.8M20222023: $79.7M$79.7M2023−33%2024: $79.8M$79.8M2024+0%2025: $71.7M$71.7M2025−10%
Operating income8673-$29.0K in 2025−98% since 2021
-$20.0M0$20.0M$40.0M$60.0M$80.0M2021: -$1.2M-$1.2M20212022: $69.1M$69.1M20222023: $14.6M$14.6M2023−79%2024: $5.1M$5.1M2024−65%2025: -$29.0K-$29.0K2025
Net income8673-$16.3M in 2025
-$50.0M0$50.0M$100.0M$150.0M2021: $2.7M$2.7M20212022: $69.5M$69.5M2022+2466%2023: $125.1M$125.1M2023+80%2024: $46.9M$46.9M2024−62%2025: -$16.3M-$16.3M2025
Fiscal year202020212022202320242025
Revenue$477.0M6$421.5M7$463.7M3$406.7M3
Cost of revenue$358.2M6$341.7M7$383.9M3$335.0M3
Gross profit$118.8M6$79.7M7$79.8M3$71.7M3
Selling, general and admin$49.7M6$65.1M7$74.7M3$71.8M3
Operating income-$1.2M8$69.1M6$14.6M7$5.1M3-$29.0K3
Income before tax$2.7M8$69.5M6$128.0M7$37.2M3$495.0K3
Income tax$06$3.0M7-$9.7M3$16.7M3
Net income$2.7M8$69.5M6$125.1M7$46.9M3-$16.3M3
Earnings per share$1.866$2.747$0.963-$0.283
Earnings per share (diluted)$0.0712$1.816$2.357$0.903-$0.283
Shares (weighted, basic)37.3M shares645.6M shares749.0M shares358.7M shares3
Shares (weighted, diluted)38.5M shares655.8M shares763.1M shares358.7M shares3

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Corporate structure

United Homes Group, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of United Homes Group, Inc.

  • Michael P. Nieri Filed SCHEDULE 13D/A on United Homes Group, Inc., latest Mar 25, 2026 (7 filings since May 10, 2023)
  • Hilary Shane Filed SCHEDULE 13G on United Homes Group, Inc., latest Feb 25, 2026
  • TALL PINES CAPITAL, LLC Filed SCHEDULE 13G/A on United Homes Group, Inc., latest Feb 24, 2026 (6 filings since Jul 14, 2025)
  • DENDUR CAPITAL LP Filed SCHEDULE 13G/A on United Homes Group, Inc., latest Aug 14, 2025 (3 filings since Nov 14, 2024)
  • Conversant Capital LLC Filed SCHEDULE 13D/A on United Homes Group, Inc., latest May 9, 2025 (6 filings since Feb 5, 2024)
  • David T. Hamamoto Filed SCHEDULE 13D/A on United Homes Group, Inc., latest Dec 16, 2024 (4 filings since Feb 14, 2022)
  • Antara Capital LP Filed SC 13G/A on United Homes Group, Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SC 13G/A on United Homes Group, Inc., latest Feb 12, 2024
  • James J. Martell Jr. Filed SC 13G/A on United Homes Group, Inc., latest Feb 1, 2024 (2 filings since Apr 28, 2023)
  • Alan D. Levine Filed SC 13D on United Homes Group, Inc., latest Jul 31, 2023
  • Clive R.g. O'Grady Filed SC 13D on United Homes Group, Inc., latest Apr 10, 2023
  • ADAGE CAPITAL PARTNERS GP, L.L.C. Filed SC 13G/A on United Homes Group, Inc., latest Feb 9, 2023
  • United Homes Group, Inc. New York, New York, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What United Homes Group, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.2M3 Dec 31, 2025$1.4M3 Dec 31, 2024+132.8%
Accumulated depreciation$1.1M3 Dec 31, 2025$629.0K3 Dec 31, 2024+75.8%
Property and equipment, net$2.1M3 Dec 31, 2025$759.0K3 Dec 31, 2024+180.0%
Operating-lease assets (leased space)$1.8M3 Dec 31, 2025$2.8M3 Dec 31, 2024−35.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$24.4M3 Dec 31, 2025$22.6M3 Dec 31, 2024+7.9%
Stakes in other companies (equity method)$182.0K3 Dec 31, 2025$691.0K3 Dec 31, 2024−73.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$8.1M3 Dec 31, 2025$9.3M3 Dec 31, 2024−12.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$180.4M3 Dec 31, 2025$139.3M3 Dec 31, 2024+29.5%

Properties, in its own words

UHG leases approximately 28,500 square feet of office space in Chapin, South Carolina for its corporate headquarters. In addition, UHG leases local offices in Myrtle Beach, South Carolina, Mauldin, South Carolina, and Raleigh, North Carolina to meet operational needs.

The Rosewood segment also owns a local office in Greer, South Carolina. See “Business - Land Acquisition Strategy and Development Process - Owned and Controlled Lots” for a summary of the other properties that UHG owned or controlled as of December 31, 2025.

Item 2 of the 10-K filed Mar 13, 2026.5

Leadership

Who has led United Homes Group, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. David T. Hamamoto2021–2023
  2. Michael John Bayles2022
  3. Michael P. Nieri2023–2024
  4. James M. Pirrello2024–2026
  5. John G. Micenko Jr.2026–now

Chair

  1. David T. Hamamoto2021–2023
  2. Michael P. Nieri2023–now

President

  1. Michael P. Nieri2023
  2. John G. Micenko Jr.2023–now

Chief financial officer

  1. Keith A. Feldman2021–now

Chief operating officer

  1. Ray Shelton Twine Iii.2023–2026
  2. Jeremy P. Pyle2026–now
2025
Board members and other officers (23)

Former names

  • DiamondHead Holdings Corp.Nov 5, 2020 to Mar 31, 20234

Timeline

  1. May 4, 2026New chief executive John G. Micenko Jr. becomes CEO13
  2. May 4, 20268-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer42
  3. Apr 3, 20268-K Entered a material agreement43
  4. Mar 12, 20268-K Results of operations44
  5. Feb 23, 20268-K Entered a material agreement; Executive or director change; Regulation FD disclosure45
  6. Jan 16, 20268-K Executive or director change46
  7. Nov 7, 20258-K Executive or director change47
  8. Nov 6, 20258-K Results of operations48
  9. Oct 20, 20258-K Executive or director change; Regulation FD disclosure49
  10. Oct 7, 20258-K Regulation FD disclosure50
  11. Oct 1, 20258-K Entered a material agreement51
  12. Aug 7, 20258-K Results of operations52
  13. Jul 8, 20258-K Regulation FD disclosure53
  14. Dec 13, 2024New chief executive James M. Pirrello becomes CEO14
  15. Apr 3, 2023New chief executive Michael P. Nieri becomes CEO15
  16. Aug 9, 2022New chief executive Michael John Bayles becomes CEO16
  17. Jan 25, 2021New chief executive David T. Hamamoto becomes CEO17
  18. Oct 7, 2020Founded United Homes Group, Inc. is founded2

Calendar

When it reported results

  1. Mar 12, 2026Reported quarterly or annual results44
  2. Nov 6, 2025Reported quarterly or annual results48
  3. Aug 7, 2025Reported quarterly or annual results52
  4. May 14, 2025Reported quarterly or annual results54
  5. Mar 12, 2025Reported quarterly or annual results55
  6. Nov 8, 2024Reported quarterly or annual results56
  7. Aug 8, 2024Reported quarterly or annual results57
  8. May 10, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

338 filings to the SEC since October 2021: 6 annual reports, 13 quarterly reports, 57 major events, 136 insider forms, 35 large holders, 91 other. The latest 20:

  1. May 14, 202615-12G EDGAR
  2. May 7, 2026EFFECT EDGAR
  3. May 6, 20264 PRIMARY DOCUMENT EDGAR
  4. May 6, 20264 PRIMARY DOCUMENT EDGAR
  5. May 6, 20264 PRIMARY DOCUMENT EDGAR
  6. May 5, 20264 PRIMARY DOCUMENT EDGAR
  7. May 5, 20264 PRIMARY DOCUMENT EDGAR
  8. May 5, 20264 PRIMARY DOCUMENT EDGAR
  9. May 5, 20264 PRIMARY DOCUMENT EDGAR
  10. May 5, 20264 PRIMARY DOCUMENT EDGAR
  11. May 5, 20264 PRIMARY DOCUMENT EDGAR
  12. May 5, 20264 PRIMARY DOCUMENT EDGAR
  13. May 5, 20264 PRIMARY DOCUMENT EDGAR
  14. May 5, 20264 PRIMARY DOCUMENT EDGAR
  15. May 4, 20264 PRIMARY DOCUMENT EDGAR
  16. May 4, 20264 PRIMARY DOCUMENT EDGAR
  17. May 4, 20264 PRIMARY DOCUMENT EDGAR
  18. May 4, 20264 PRIMARY DOCUMENT EDGAR
  19. May 4, 20264 PRIMARY DOCUMENT EDGAR
  20. May 4, 2026S-8 POS EDGAR

The 338 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

34 open-market trades by officers, directors and large owners since October 2021: 31 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 27, 2025Lincks Maigan Nieri10% ownerBuy33,330$2.00$66.7KForm 4
May 27, 2025Nieri Patrick Michael10% ownerBuy33,330$2.00$66.7KForm 4
May 27, 2025Nieri Pennington W.10% ownerBuy33,340$2.00$66.7KForm 4
May 23, 2025Lincks Maigan Nieri10% ownerBuy31,151$2.01$62.6KForm 4
May 23, 2025Nieri Patrick Michael10% ownerBuy31,151$2.01$62.6KForm 4
May 23, 2025Nieri Pennington W.10% ownerBuy31,160$2.01$62.6KForm 4
May 22, 2025Lincks Maigan Nieri10% ownerBuy50,000$1.95$97.5KForm 4
May 22, 2025Nieri Patrick Michael10% ownerBuy50,000$1.95$97.5KForm 4
May 22, 2025Nieri Pennington W.10% ownerBuy50,000$1.95$97.5KForm 4
May 22, 2025Nieri Michael P.Executive ChairmanBuy250,000$1.95$487.5KForm 4
Dec 12, 2024Twine Ray Shelton IIICo-Chief Operating OfficerBuy10,000$4.55$45.5KForm 4
Dec 12, 2024Penny Robert Earl Jr.Executive VP - SalesBuy5,000$4.57$22.9KForm 4
Dec 11, 2024Pirrello James MInterim CEOBuy50,000$5.00$250.0KForm 4
Dec 11, 2024Nieri Michael P.Executive ChairmanBuy900,000$5.00$4.5MForm 4
Dec 11, 2024Penny Robert Earl Jr.Executive VP - SalesBuy5,000$4.44$22.2KForm 4
Dec 11, 2024Penny Robert Earl Jr.Executive VP - SalesSale5,000$4.31$21.6KForm 4
Dec 11, 2024Conversant Capital LLCDirectorSale3,246,275$4.75$15.4MForm 4
Jun 10, 2024Nieri Pennington W.10% ownerBuy133,360$5.00$666.8KForm 4
Jun 10, 2024Nieri Patrick Michael10% ownerBuy133,320$5.00$666.6KForm 4
Jun 10, 2024Lincks Maigan Nieri10% ownerBuy133,320$5.00$666.6KForm 4

All 34 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Michael NieriExecutive Chairman and Former Chief Executive Officer60$923.0K$4.0M71
2024Jack MicenkoPresident50$650.0K$1.6M71
2024Keith FeldmanChief Financial Officer48$400.0K$1.1M71
2024James M. PirrelloInterim Chief Executive Officer66$103.8K$388.9K71
2023Michael NieriExecutive Chairman and Former Chief Executive Officer60$1.1M$5.0M71
2023Jack MicenkoPresident50$275.0K$2.1M71

SEC filer profile

How United Homes Group, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUnited Homes Group, Inc.1
  • CIK0001830188
  • Employer ID (EIN)85-34607665
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)1531 Operative Builders1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address917 Chapin Road, Chapin, SC 290361
  • Phone844-766-46631
  • Shares outstanding21,853,341 Common Class A shares; 36,973,876 Common Class B shares as of Mar 10, 20265
  • Public float$46.1M as of Jun 30, 20255
  • AuditorForvis Mazars, LLP, Tysons, VA PCAOB ID 686; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceNov 5, 20201
  • Filings369 in all: 4 (109), 8-K (60), 3 (31), CORRESP (18), 10-Q (15), 425 (13), UPLOAD (12), 424B3 (9)1
    All 44 form types

    SC 13G (8), SC 13D/A (7), SCHEDULE 13G/A (7), 10-K (6), EFFECT (6), SCHEDULE 13D/A (6), S-1/A (5), S-4/A (5), SC 13D (5), SC 13G/A (5), 144 (3), 424B4 (3), DEF 14A (3), S-1 (3), S-8 (3), S-8 POS (3), 25-NSE (2), ARS (2), NT 10-Q (2), SCHEDULE 13G (2), 10-K/A (1), 15-12G (1), 4/A (1), 8-A12B (1), 8-K/A (1), CERT (1), DEF 14C (1), DEFM14C (1), DRS (1), NT 10-K (1), POS AM (1), PRE 14A (1), PRE 14C (1), PREM14C (1), S-3 (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Nov 7, 2025
    Proxy statement (DEF 14A) Apr 25, 2025
    Latest 8-K (8-K) May 4, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.0001 per shareUHGThe Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per shareUHGWWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks United Homes Group, Inc. names in Item 1A of its 10-K filed Mar 13, 2026: 69 risks under these headings, as written.5

  • Risks Related to the Merger
  • The Per Share Amount will not be adjusted in the event of any change in the value of UHG or UHG’s common stock.
  • Completion of the Merger is subject to many conditions and if these conditions are not satisfied or waived, the Merger will not be completed, which could result in the requirement that UHG pay a termination payment to Parent.
  • The Merger may not be completed within the intended timeframe, or at all, and the failure to complete the Merger could adversely affect UHG’s business, results of operations, financial condition, and the market price of UHG’s Class A common stock.
  • Recent announcements regarding the results of the review of strategic alternatives and the resignations or planned resignations of members of UHG’s board of directors and resulting uncertainties regarding UHG’s ongoing governance have caused operational difficulties and disruptions, which are likely to continue and, if the Merger is not consummated, increase.
  • The pendency of the Merger, including as a result of the restrictions on the operation of UHG’s business during the period between signing the Merger Agreement and the completion of the Merger, could adversely affect UHG’s business and operations.
  • UHG has incurred, and expects to continue to incur, substantial expenses related to the Merger.
  • Litigation challenging the Merger may increase transaction costs and prevent the Merger from becoming effective or from becoming effective within the expected timeframe.
  • Risks Related to UHG’s Business
  • UHG’s inability to successfully identify, secure and control an adequate inventory of lots at reasonable prices could adversely impact UHG’s operations.
  • If UHG is unable to develop its communities successfully or within expected time frames, UHG’s results of operations could be adversely affected.
  • UHG’s geographic concentration could materially and adversely affect its business or financial results if the homebuilding industry in its current markets should decline.
The other 59 risks
  • UHG’s business and financial results could be adversely affected by significant inflation and higher interest rates, or by a period of deflation.
  • Because most of UHG’s customers finance the purchase of their homes, the terms and availability of mortgage financing can affect the demand for and the ability to complete the purchase of a home, which could materially and adversely affect UHG.
  • The risks associated with UHG’s inventories could adversely affect its business or financial results.
  • Increases in UHG’s home cancellation rate could have a negative impact on its home sales revenue and gross profit.
  • Tax law changes that increase the costs of owning a home could prevent potential customers from buying UHG’s homes and adversely affect its business or financial results.
  • UHG cannot make any assurances that its growth strategies will be successful or will not expose it to additional risks or result in other negative consequences to its business or financial results.
  • UHG’s strategic and operational initiatives, including those aimed at increasing profitability and driving returns, are subject to various risks and uncertainties, and UHG may not be able to implement the initiatives successfully.
  • UHG may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price.
  • Difficulties with appraisal valuations in relation to the proposed sales price of UHG’s homes could force UHG to reduce the price of its homes for sale.
  • Failure to find suitable subcontractors may have a material adverse effect on UHG’s standards of service.
  • UHG could be adversely affected by efforts to impose joint employer liability on it for labor law violations committed by its subcontractors.
  • UHG may suffer significant financial harm and loss of reputation if it does not comply, cannot comply or is alleged to have not complied with applicable laws, rules and regulations concerning its classification and compensation practices for independent contractors.
  • UHG is required to obtain performance bonds and other government approvals, the unavailability of which could adversely affect its results of operations and cash flows.
  • UHG may suffer uninsured losses or suffer material losses in excess of insurance limits adversely affecting its business or financial results.
  • UHG is subject to litigation and other legal proceedings that could harm its business if an unfavorable ruling were to occur.
  • A major health and safety incident relating to UHG’s business could be costly in terms of potential liabilities and reputational damage.
  • UHG may not be able to compete effectively against competitors in the homebuilding industry.
  • Poor relations with the residents of UHG’s communities could negatively impact sales, which could cause UHG’s revenues or results of operations to decline.
  • UHG’s mortgage brokering joint venture may not be able to compete effectively in this area.
  • Homeowners Mortgage may be adversely affected by changes in governmental regulation.
  • UHG’s business could be materially and adversely disrupted by an epidemic or pandemic, or similar public threat, or fear of such an event, and the measures that federal, state and local governments and other authorities implement to address it.
  • Risks Related to the Homebuilding Industry
  • The homebuilding industry is cyclical and affected by changes in general economic, real estate or other conditions that could adversely affect UHG’s business or financial results.
  • Changes in U.S. trade policies and retaliatory responses from other countries may significantly increase the costs or limit supplies of building materials and products used in UHG’s homes, and UHG may not be able to raise home prices sufficiently to offset increased costs.
  • Homebuilding is subject to home warranty and construction defect claims in the ordinary course of business that can be significant, and reliance on subcontractors exposes builders such as UHG to regulatory risks that could adversely affect business or financial results.
  • Supply shortages and other risks related to acquiring lots, building materials and skilled labor could increase UHG’s costs and delay deliveries causing an adverse effect on UHG’s business or financial results.
  • Governmental regulations and environmental matters could increase the cost and limit the availability of UHG’s homebuilding projects and adversely affect its business or financial results.
  • Natural disasters, severe weather and adverse geologic conditions may increase costs, cause project delays and reduce consumer demand for housing, all of which could materially and adversely affect UHG.
  • Risks Related to UHG’s Financing and Indebtedness
  • UHG has significant amounts of debt and may incur additional debt. Incurrence of additional debt or a default under any of UHG’s loan agreements could affect UHG’s financial health and its ability to raise additional capital to fund its operations or potential acquisitions.
  • Failure to further extend the Wells Fargo Facility beyond 2027 could have a material adverse effect on UHG’s ability to meet the financing requirements of its business.
  • Servicing UHG’s debt requires a significant amount of cash, and it may not have sufficient cash flow to pay its substantial debt, which could adversely impact its business and financial results.
  • UHG’s financing arrangements contain, and UHG’s future financing arrangements will likely contain, restrictive covenants.
  • Constriction of the credit and capital markets could limit UHG’s ability to access financing and increase its costs of capital.
  • UHG may be unable to obtain additional financing to fund its operations and growth.
  • Adverse developments affecting financial institutions, including bank failures, could adversely affect UHG’s liquidity and financial performance.
  • Risks Related to UHG’s Organization and Structure
  • There are various potential conflicts of interest in UHG’s relationship with related party land developers, including with UHG’s Executive Chairman who has ownership interests in those related party land developers, and the interests of UHG’s Executive Chairman may not be aligned with the interest of UHG’s stockholders.
  • The dual class structure of UHG’s common stock has the effect of concentrating voting power with UHG’s Executive Chairman, which may effectively eliminate the ability of holders of UHG’s Class A common stock to influence the outcome of important transactions, including a change in control.
  • UHG is a “controlled company” within the meaning of the applicable rules of Nasdaq and, as a result, may qualify for exemptions from certain corporate governance requirements. If UHG relies on these exemptions, its stockholders will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • UHG depends on key personnel whose untimely departure could adversely impact its business and financial results.
  • UHG’s corporate organizational documents and provisions of state law to which it is subject contain certain provisions that could have an anti-takeover effect and may delay, make more difficult, or prevent an attempted acquisition that stockholders may favor or an attempted replacement of the Board of Directors or management.
  • UHG may change its operational policies, investment guidelines, and business and growth strategies without stockholder consent which may subject it to different and more significant risks in the future that may adversely impact its business and financial results.
  • Any joint venture investments that UHG makes could be adversely affected by its lack of sole decision-making authority, its reliance on co-ventures’ financial conditions, and disputes between it and its co-ventures.
  • Provisions in the Amended and Restated Certificate of Incorporation and Delaware law may have the effect of discouraging lawsuits against the directors and officers of UHG.
  • Anti-takeover provisions contained in UHG’s Amended and Restated Certificate of Incorporation and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt, which could limit the price investors might be willing to pay in the future for UHG’s common stock.
  • Risks Related to Ownership of UHG’s Securities
  • UHG may issue additional shares of common or preferred stock (including upon the exercise of warrants), which would dilute the interest of UHG’s stockholders and may present other risks.
  • UHG faces high costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect UHG’s business, financial condition, and results of operations.
  • UHG is an “emerging growth company” and a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to such companies, its securities may be less attractive to investors.
  • If UHG identifies a material weakness in its internal control over financial reporting, or if UHG fails to maintain an effective system of internal controls, UHG may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence and, as a result, the value of the Class A common stock.
  • If securities or industry analysts do not publish or cease publishing research or reports about UHG, its business, or its market, or if they change their recommendations regarding the Class A common stock of UHG adversely, then the price and trading volume of the Class A common stock could decline.
  • The trading price of UHG’s securities may be volatile.
  • Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect UHG’s business, investments and results of operations.
  • UHG may be a “United States real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes for the current or future years, which could result in adverse U.S. federal income tax consequences to a Non-U.S. holder owning more than 5% of UHG’s Class A common stock.
  • UHG may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
  • There is no guarantee that UHG’s warrants will be in the money at the time they become exercisable, and they may expire worthless.
  • General Risk Factors
  • An information systems interruption or breach in security could adversely affect UHG.
  • UHG’s business is subject to complex and evolving U.S. laws and regulations regarding privacy and data protection.
  • Increasing attention to environmental, social and governance (“ESG”) matters may impact UHG’s business, financial results or stock price.
  • Acts of war or terrorism may seriously harm UHG’s business.
  • Negative publicity may affect UHG’s business performance and could affect its stock price.
  • Changes in accounting rules, assumptions and/or judgments could materially and adversely affect UHG.

Legal proceedings

From time to time, UHG is a party to ongoing legal proceedings in the ordinary course of business. See Note 13 - Commitments and Contingencies - Litigation of the Notes to the Consolidated Financial Statements contained in this report for information about certain pending legal proceedings.

The opening of Item 3, Legal Proceedings.5

Sources

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