United Homes Group’s third-quarter earnings call on November 6 wasn’t remarkable for its numbers. What stood out instead was what CEO Jack Micenko felt compelled to lead with: governance.

Let me begin with an important update on governance,” Micenko said. “Earlier this year, our Board formed a special committee of independent directors to review a full range of strategic alternatives for our company… In connection with the conclusion of this review, several members of our Board notified us of their intention to resign effective November 14.”

For investors and lenders already uneasy after months of board resignations, the update confirmed what filings had foreshadowed: UHG is now racing against time to reconstitute a compliant board or risk breaching Nasdaq listing standards and triggering broader fallout with creditors and counterparties.

The deadline pressure may have eased today with an SEC filing today.

An 8K filed late today notes:

As previously announced by United Homes Group, Inc. (the “Company,” “our,” or “we”) in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2025 (the “Prior 8-K”), directors Nikki Haley and James M. Pirrello, among others, announced their intention to resign from the board of directors (the “Board”) of the Company, effective no later than November 14, 2025.

Effective as of November 7, 2025, Ambassador Haley and Mr. Pirrello resigned from the Board. Subsequent to the filing of the Prior 8-K, the Company has identified and is reviewing the independence of three director candidates identified by Michael Nieri, the Company’s Executive Chairman and a continuing director. In light of the Company’s status with respect to appointment of replacement directors, directors Robert Dozier Jr., Jason Enoch, and Alan Levine informed the Company of their willingness to remain on the Board and applicable committees beyond November 14, 2025, to ensure an orderly transition as director candidates are identified and recruited in order to maintain compliance with the requirements under Nasdaq Listing Rule 5605.

A Governance Vacuum

According to the company’s October 10th 8-K disclosure, six of seven directors — including audit and compensation committee members — resigned or announced their intent to step down within 30 days, leaving only Executive Chairman Michael Nieri in place. The filing cautioned that management was in active discussions “with various key counterparties, including its lenders, land banking partners, and insurers,” about “the pressing need to identify replacement directors” and “maintaining compliance with loan covenants.”

The same disclosure warned that if UHG cannot “successfully navigate these challenges,” continued pressure from those relationships “could have an adverse effect on the company’s operations.”

Dozier, Enoch, and Levine's willingness to stay on for an indefinite period ahead adds a rampway for the company to both operate and navigate nearer-term challenges on the counter-party front.

Under Nasdaq Listing Rule 5605, listed companies must maintain a majority-independent board and an independent audit committee of at least three members. UHG currently meets this condition, but the clock is ticking. The company’s next public filing will reveal whether it has secured extensions or waivers, but the deadlines are measured in weeks, not months.

Micenko tried to assure listeners that management was “taking steps to identify and appoint new independent directors in a timely manner to maintain compliance.” He added that outgoing directors “expressed their views on governance structure while also noting the capability of the company’s current management team to address the current market environment.”

Still, those statements left unanswered who will join — and who will govern — the company next.

Day-to-Day: Operational

Beyond governance, Micenko and CFO Keith Feldman delivered an operational snapshot that reflected both headwinds and small victories.

UHG reported Q3 revenue of $90.8 million, down $27.8 million year-over-year. Net loss widened to $31.3 million, including $27.2 million in non-cash fair-value losses tied to contingent earn-outs and warrants. Home closings fell to 262 from 369 a year earlier; net new orders dropped modestly to 324 from 341. Gross margin declined to 17.7% (19.6% adjusted).

We experienced uneven demand in the third quarter,” Micenko said, citing affordability pressure and weak consumer confidence. “That said, we saw encouraging trends… September being our best order month year-to-date. Traffic also improved meaningfully, averaging between 350 and 400 weekly visits during the third quarter compared to around 200 per week in the first half.”

The company ended September with 58 active communities — up from 46 at year-start — and 7,700 controlled lots, supported by $83 million in liquidity.

Feldman said management is “focused on improving operations and profitability by executing on key initiatives and driving efficiencies through cost-savings objectives.”

The metrics describe a builder still operating, but constrained. Absent board oversight, even mundane steps — approving financings, ratifying audit engagements, or authorizing land transactions — are prone to legal risk.

The Aftermath of a SPAC Dream

UHG’s current predicament traces back to its 2023 merger with the SPAC DiamondHead Holdings, a deal meant to vault Great Southern Homes — founded by Nieri — into a publicly traded Southeast consolidator. The promise was accelerated scale, efficiency, and access to cheaper capital.

Two years later, the stock trades below $3. The hoped-for consolidation never materialized, and the company’s 2025 “strategic alternatives review” concluded without a sale or merger. Within hours of that October announcement, shares plunged more than 50%. Days later came the resignations—followed by silence.

Micenko’s acknowledgment that UHG remains “focused on long-term value creation” echoes the October 8-K’s assertion that management will “seek to reconstitute its board.” But neither the call nor the filing identified potential directors or a timetable for naming them.

The absence of a functioning board leaves not only governance gaps but also perception ones. Analyst coverage of UHG is virtually nonexistent, and institutional investors wary of compliance risk have little incentive to accumulate shares or debt.

Market Context: Adverse Conditions, Limited Leverage

Micenko described “a competitive environment” where incentives and discounts continue to compress margins, even as traffic shows early signs of recovery. UHG’s markets — South Carolina, North Carolina, and Georgia — remain price-sensitive entry-level arenas where larger publics such as D.R. Horton and Lennar wield material cost advantages.

Our efforts to rightsize the business, including targeted headcount reductions and cost savings, are positioning us to better navigate current market conditions while maintaining the capacity to drive growth,” Micenko said.

That focus on cost control underscores limited optionality: refinancing flexibility depends on board stability, and equity issuance is unlikely while the company sits below compliance thresholds. Even vendors and insurers — explicitly cited in the 8-K — may demand tighter terms until the governance picture clarifies.

Founder Gravity

Throughout the turmoil, Executive Chairman Nieri remains the gravitational center—largest shareholder, founder, and the one person empowered to repopulate the board.

The prior resignations were triggered “due to disagreement with the Executive Chairman of the Board,” according to the October filing. Whether prospective directors will accept roles under the same control structure remains the open question.

Micenko, a former equity analyst who took the CEO role in May of 2025, now faces the delicate task of steering operations with a stable – for now – governing body while the founder works behind the scenes to restore it fully. The division of responsibility — day-to-day management versus strategic authority — will likely define the next chapter of UHG’s experiment in public ownership.

The Broader Signal

For the homebuilding sector, UHG’s unraveling is more than a corporate drama. It illustrates the fragility of the SPAC-era promise that small regional builders could thrive under the discipline — and capital — of public markets.

When governance fails, capital evaporates. When capital evaporates, optionality disappears.

At a time when peers such as Century Communities and Tri Pointe Homes emphasize operational discipline and investor transparency as competitive advantages, UHG’s crisis stands as a cautionary mirror: governance risk is business risk.

The Path Forward

As of the November 6 call, Micenko struck a measured tone:

While industry conditions remain uneven, our September rebound, improving traffic trends and successful new community openings demonstrate the resilience of our business… We remain realistic about near-term market challenges but confident that fundamentals of housing demand… position us well for the future.”

That optimism now hinges less on traffic counts than on governance math. Without a reconstituted board by year-end, UHG could face delisting notices or accelerated debt scrutiny — pressures that even a strong sales month cannot offset.

For investors, lenders, and trade partners, the following filings will reveal whether United Homes Group can move from what one observer calls “plodding along” toward a functioning, accountable structure. For now, its future on the Nasdaq —and perhaps its viability as a public company — remains clouded.