UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
(
Registrant’s telephone number, including area code
(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 | ||
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
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 7.01. | Regulation FD Disclosure |
On October 26, 2023, United Homes Group, Inc. (the “Company”) issued a press release announcing its acquisition of Rosewood Communities, Inc., a homebuilder based in Greenville, South Carolina. The press release is being furnished hereto as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, 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 October 26, 2023 | |
| 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: October 26, 2023
| United Homes Group, Inc. | ||
| By: | /s/ Keith Feldman | |
| Name: | Keith Feldman | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
United Homes Group Announces Acquisition of Rosewood Communities
COLUMBIA, SC, October 26, 2023—United Homes Group, Inc. (“UHG”) (NASDAQ: UHG), a leading homebuilder in the Southeast, today announced that it has acquired Rosewood Communities, a home builder in the Upstate region of South Carolina. Rosewood Communities builds homes primarily in the rapidly growing Greenville and Clemson markets.
“Acquiring Rosewood Communities is a great opportunity to expand our existing footprint in the Upstate area,” said UHG Chief Executive Officer Michael Nieri. “With a world-class university in Clemson and a booming industrial base in Greenville with employers like BMW, Upstate South Carolina is a fast growing, attractive new home market. Rosewood’s innovative home designs will also allow us to diversify our product offering in the Upstate, and we plan on using their designs in our other markets.”
Mark Nyblom, former owner of Rosewood Communities, will stay on as Division Manager - Rosewood. Originally from Finland, Nyblom came to the United States in 1994 and formed Rosewood Communities in 1998. Rosewood Communities primarily operated as a developer until 2008, when the company initiated its concept of low-maintenance cottage-style communities. “I am very pleased to become part of the UHG team. The UHG story is inspiring, and I believe that Rosewood Communities will bring a lot to the table as a member of the family. The combination of the UHG land-light business model and focus on the Southeast is very promising, and my team and I are very excited about the future.”
“The acquisition of Rosewood Communities is consistent with the strategic vision we announced when we became a public company,” said Jack Micenko, President of UHG. “We plan to continue deploying capital into thoughtfully chosen acquisitions of private builders. The Rosewood transaction follows our entrance into the Raleigh, NC market in August of this year. We will continue to focus on growth via both entry into new markets and adding builders that allow us to offer a more diversified product set.”
Inclusive of the Rosewood communities, UHG will operate 19 communities in the Upstate South Carolina market with plans to expand further. Prices on Rosewood Communities’ unique cottage-style homes range from $450,000 to over $1,000,000. Targeted to empty nesters and move-up buyers, the homes offer master-on-main and loft designs with appealing architecture and custom finishes.
More information is available at www.rosewoodcommunities.com.
About United Homes Group, Inc.
UHG is a publicly traded residential builder headquartered in Columbia, SC. The company currently operates and builds new home communities located in South Carolina, North Carolina and Georgia. UHG has been recognized as one of the top 50 builders by Builder magazine.
Forward-Looking Statements
Certain statements contained in this release, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “continue,” or other similar words.
Any such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, our management and involve uncertainties that could significantly affect our financial results. Such statements include, but are not limited to, statements about our future financial performance, strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release and are not intended to be a guarantee of our performance in future periods. We cannot guarantee the accuracy of any such forward-looking statements contained in this release, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
For further information regarding risks and uncertainties associated with our business, and important factors that could cause our actual results to vary materially from those expressed or implied in such forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Risk Factors” sections of the documents we file from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, our Annual Report on Form 10-K and our quarterly reports on Form 10-Q, copies of which may be obtained from our website at https://ir.unitedhomesgroup.com/financials/sec-filings/default.aspx.