05/04/2026 | Press release | Distributed by Public on 05/04/2026 16:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Rights to Receive Earn Out Shares(2) | $ 0 | 05/04/2026 | J(3) | 9,496,897 | (2) | 03/30/2028 | Class B Common Stock | 9,496,897 | (3) | 0 | D | ||||
| Class B Common Stock | $ 0 | 05/04/2026 | A(3) | 9,496,897 | (4) | (4) | Class A Common Stock | 9,496,897 | (5) | 27,818,830 | D | ||||
| Class B Common Stock | $ 0 | 05/04/2026 | D | 27,818,830 | (4) | (4) | Class A Common Stock | 27,818,830 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $11.64 | 05/04/2026 | D | 654,206 | (6) | 05/25/2033 | Class A Common Stock | 654,206 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.96 | 05/04/2026 | D | 337,500 | (6) | 02/16/2034 | Class A Common Stock | 337,500 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.42 | 05/04/2026 | D | 168,854 | (6) | 01/22/2035 | Class A Common Stock | 168,854 | (6) | 0 | D | ||||
| Performance Share Units | (7) | 05/04/2026 | D | 112,500 | (7) | 02/16/2034 | Class A Common Stock | 112,500 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Nieri Michael P. 917 CHAPIN ROAD CHAPIN, SC 29036 |
X | X | Executive Chairman | |
| /s/ Michael P. Nieri, By Kathryn Simons through Power of Attorney | 05/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount"). |
| (2) | The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023. |
| (3) | As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration. |
| (4) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date. |
| (5) | Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount. |
| (6) | Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof. |
| (7) | Pursuant to the Merger Agreement, the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate number of shares of Class A common stock subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to 1 be achieved and satisfied at 100%). |
| (8) | Includes 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse. |
| (9) | Consists of 500,000 shares of Class A Common Stock owned by the reporting person's spouse. |