Fourth Quarter 2025 Highlights

   --  Home closings of 375, a decrease of 9% year over year compared to 414 
      home closings in Q4 2024, resulting in revenue, net of sales discounts, 
      of $123.4 million, a decrease of 8% 
 
   --  Net new orders of 303, a decrease of 14% year over year compared to 351 
      net new orders in Q4 2024 
 
   --  Gross margin of 17.5%, an increase of 130 basis points year over year 
      compared to 16.2% in Q4 2024 
 
   --  Average sale price ("ASP")1 of production-built homes increased to 
      approximately $329,000 compared to $324,000 in Q4 2024 
 
   --  Lot pipeline as of December 31, 2025 consisted of approximately 7,200 
      lots owned or controlled by the Company or related parties 
 
   --  Available liquidity of $80.8 million as of December 31, 2025, comprised 
      of $24.4 million of cash and $56.4 million of unused committed capacity 
      under our credit facility 
 
   --  In February 2026, entered into an Agreement and Plan of Merger with 
      Stanley Martin Homes, LLC and Union MergeCo, Inc., expected to close in 
      the second quarter of 2026 

Fiscal Year Ended December 31, 2025 Highlights

   --  Home closings of 1,192, a decrease of 17% year over year compared to 
      1,431 home closings in 2024, resulting in revenue, net of sales discounts, 
      of $406.7 million, a decrease of 12% 
 
   --  Net new orders of 1,227, a decrease of 12% year over year compared to 
      1,399 net new orders in 2024 
 
   --  Gross margin of 17.6%, an increase of 40 basis points year over year 
      compared to 17.2% in 2024 
 
   --  ASP of production-built homes increased to approximately $341,000 in 
      2025 compared to $329,000 in 2024 
COLUMBIA, S.C.--(BUSINESS WIRE)--March 12, 2026-- 

United Homes Group, Inc. (the "Company") $(UHG)$ today announced results for the fourth quarter and fiscal year ended December 31, 2025.

Fourth Quarter 2025 Operating Results

For the fourth quarter 2025, net income was $3.2 million, or $0.05 per diluted share, which included a gain from the change in fair value of derivative liabilities of $22.1 million, with that change primarily due to changes in fair value on the Company's warrants due to fluctuation in the warrant price during the measurement period, representing a non-cash expense item, partially offset by deferred tax expense of $20.4 million related to a valuation allowance against the Company's net deferred tax assets. Net income for the fourth quarter 2024 was $0.7 million, or $0.01 per diluted share, which included a change in fair value of derivative liabilities of $38.0 million, partially offset by a predominantly non-cash loss on extinguishment of Convertible Notes of $45.6 million. Adjusted book value(2) , which excludes derivative liabilities and goodwill, was $78.3 million as of December 31, 2025.

Revenue, net of sales discounts, for the fourth quarter 2025 was $123.4 million, compared to $134.8 million in the fourth quarter 2024. Home closings during the fourth quarter 2025 were 375 compared to 414 in the fourth quarter 2024. Net new orders during the fourth quarter 2025 were 303 compared to 351 in the fourth quarter 2024. ASP of 374 production-built homes closed during the fourth quarter 2025 was approximately $329,000, compared to $324,000 during the fourth quarter 2024 for 413 production-built homes.

Gross margin during the fourth quarter of 2025 was 17.5% compared to 16.2% during the fourth quarter 2024. Adjusted gross margin(3) in the fourth quarter 2025 was 19.1%, compared to 18.1% in the fourth quarter 2024. UHG's year-over-year gross margin increase is primarily attributable to savings in direct construction costs, partially offset by higher relative land costs and higher discounting.

Selling, general and administrative expenses ("SG&A") as a percentage of revenues was 16.2% in the fourth quarter 2025, which included $1.3 million of stock-based compensation and $2.5 million of transaction-related expenses. Excluding stock-based compensation and transaction-related expenses, Adjusted SG&A(4) for the fourth quarter 2025 was 13.2% of revenues.

Adjusted EBITDA(5) during the fourth quarter 2025 was $8.6 million compared to $7.7 million during the fourth quarter 2024.

Fiscal Year Ended December 31, 2025 Operating Results

For the fiscal year ended December 31, 2025, net loss was $16.3 million, or $0.28 per diluted share, which included deferred tax expense of $20.4 million related to a valuation allowance against the Company's net deferred tax assets, partially offset by a gain of $9.9 million predominantly due to changes in fair value on potential earn-out consideration due to fluctuation in the stock price during the measurement period, representing a non-cash income item. The earnout consideration would be paid in common shares upon reaching certain stock price hurdles, or upon a change in control. The Company is required to record the fair value of this earnout as derivative liabilities on the Consolidated Balance Sheets and to record changes in fair value of derivative liabilities on the Consolidated Statements of Operations, in each case until UHG shares reach certain predetermined values, a change of control occurs, or the expiration of the five year earnout period. Net income for the fiscal year ended December 31, 2024 was $46.9 million, or $0.90 per diluted share.

For the fiscal year ended December 31, 2025, revenue, net of sales discounts, was $406.7 million, compared to $463.7 million for fiscal 2024. Home closings for the fiscal year ended December 31, 2025 were 1,192 compared to 1,431 for the fiscal year ended December 31, 2024. Net new home orders for the fiscal year ended December 31, 2025 were 1,227 compared to 1,399 for the fiscal year ended December 31, 2024.

Gross margin for the fiscal year ended December 31, 2025 was 17.6% compared to 17.2% for fiscal year 2024. The increase in gross margin is attributable to a decrease in direct costs and interest as a percentage of revenue, partially offset by higher discounting.

Adjusted gross margin(3) for the fiscal year ended December 31, 2025 was 19.7%, compared to 19.9% for the fiscal year ended December 31, 2024. Adjusted gross margin decreased slightly due primarily to increased discounting, partially offset by reduced direct construction costs.

SG&A as a percentage of revenues was 17.6% in the fiscal year ended December 31, 2025, which included $6.6 million of stock-based compensation, $3.9 million of transaction-related expenses, and $0.1 million of severance expense in SG&A. Excluding stock-based compensation, transaction-related expenses, and severance expense, Adjusted SG&A(4) for the fiscal year ended December 31, 2025 was 15.0% of revenues.

Adjusted EBITDA(5) for the fiscal year ended December 31, 2025 was $22.5 million compared to $31.6 million for the fiscal year ended December 31, 2024.

Recent Developments

Merger Agreement

On February 22, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Stanley Martin Homes, LLC ("Parent") and its wholly owned subsidiary, pursuant to which the subsidiary will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of the Company's Class A and Class B common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares to be canceled pursuant to the Merger Agreement and any shares held by stockholders who properly exercise dissenters' rights under applicable law) will be converted into the right to receive $1.18 in cash per share, without interest. The Merger is expected to be completed in the second quarter of 2026 and is subject to customary closing conditions. If the Merger is consummated, the Company's common stock and warrants will be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended, and the Company will become a privately held company.

About United Homes Group, Inc.

The Company is a publicly traded residential builder headquartered near Columbia, SC. The Company focuses on southeastern markets with active communities in South Carolina, North Carolina and Georgia.

The Company employs a land-light operating strategy with a focus on the design, construction and sale of entry-level, first, second and some third-time move-ups single-family houses and custom builds. The Company principally builds detached single-family houses, and, to a lesser extent, attached single-family houses, including duplex houses and town houses. The Company seeks to operate its homebuilding business in high-growth markets, with substantial in-migrations and employment growth.

Under its land-light lot operating strategy, the Company controls its supply of finished building lots through lot option contracts with third parties, related parties, and land bank partners, which provide the Company with the right to purchase finished lots after they have been developed. This land-light operating strategy provides the Company with the ability to amass a pipeline of lots without the risks associated with acquiring and developing raw land.

Forward-Looking Statements

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