This notice of written consent and appraisal rights and information statement is being furnished to the stockholders of record of our outstanding Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and our Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”), of United Homes Group, Inc., a Delaware corporation (“UHG,” “Company,” “our” or “we”), in connection with the Agreement and Plan of Merger, dated as of February 22, 2026, by and among the Company, Stanley Martin Homes, LLC, a Delaware limited liability company (“Parent”), and Union MergeCo, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), a copy of which is attached as Annex A to this information statement (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Parent (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). Upon consummation of the Merger, each share of the Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) that is not (i) held by a holder who has properly exercised appraisal rights with respect to its shares in accordance with, and who has complied with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (“Dissenting Shares”), or (ii) cancelled in accordance with the Merger Agreement will be converted into the right to receive an amount in cash equal to $1.18, without interest and less any applicable tax withholdings (the “Merger Consideration”). The Merger Consideration will not be paid in respect of shares of Company Common Stock (a) held in the Company’s treasury, (b) owned by Parent, Merger Sub or their respective direct or indirect wholly owned subsidiaries or (c) owned by any direct or indirect wholly owned subsidiary of the Company, in each case as of immediately prior to the Effective Time, which will automatically be canceled and extinguished without consideration paid in exchange.

The board of directors of the Company has unanimously (i) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of the Company and its stockholders, (ii) approved the Merger Agreement and the Transactions, including the Merger, and declared that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (iii) directed that the Merger Agreement be submitted to the Company’s stockholders for its adoption and (iv) recommended that the Company’s stockholders adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

The adoption of the Merger Agreement by the Company’s stockholders required the affirmative vote or written consent by holders of a majority of the voting power of the outstanding shares of Company Common Stock entitled to vote thereon. On February 22, 2026, Michael P. Nieri, the Company’s Executive Chairman and a member of the board of directors of the Company, along with his affiliates and associates who, on such date, collectively owned shares of Company Common Stock representing approximately 80% of the combined voting power of the issued and outstanding shares of Company Common Stock (collectively, the “Majority Stockholders”), executed and delivered a written consent adopting in all respects the Merger Agreement and approving in all respects the Transactions, including the Merger (the “Written Consent”). As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) to adopt the Merger Agreement or approve the Transactions, including the Merger. The Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger. This notice and the accompanying information statement shall constitute notice to you from the Company of the Written Consent contemplated by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to compliance with the requirements of Section 262 of the DGCL, holders of shares of Company Common Stock other than the Majority Stockholders, each of whom previously waived their appraisal rights, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Company Common Stock (as determined by the Court of Chancery of the State of Delaware), together with interest, if any, on the amount determined to be fair value, instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal to the Company no later than 20 days after the mailing of this notice and accompanying information statement, which mailing date is    , 2026, and comply precisely with other procedures set forth in Section 262 of the DGCL, which are summarized in the accompanying information statement. The summary of Section 262 of the DGCL set forth in the accompanying information statement is qualified in its entirety by reference to the full text of Section 262 of the DGCL, a copy of which is attached to the accompanying information statement as Annex C. This notice and the accompanying information statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

We urge you to read the entire information statement carefully. If the Merger is completed, you will receive instructions regarding payment for your shares of Company Common Stock.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This information statement is dated    , 2026 and is being mailed on    , 2026 to stockholders of record as of February 22, 2026 and    , 2026.

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to or incorporated by reference in this information statement, each of which you should read carefully. You may obtain additional information, which is incorporated by reference in this information statement, without charge by following the instructions in “Where You Can Find More Information” beginning on page 91.

This information statement, and the documents to which we refer you in this information statement, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act, including, but not limited to, those statements related to the Merger, including, without limitation, statements regarding projections and assumptions underlying such projections, as described in “The Merger - Projections” beginning on page 52 and statements as to the expected timing, completion and effects of the Merger, including the delisting from Nasdaq and deregistration under the Exchange Act and the timing of the foregoing. In most cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “confidence,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “plan,” “potential,” “outlook,” “should,” and “would,” or similar words or expressions that refer to future events or outcomes. These forward-looking statements, including statements regarding the Merger, are based largely on information currently available to our management and our management’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those expressed or implied by such forward-looking statements. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance. There is no assurance that our expectations will occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements. Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include, but are not limited to:

There can be no assurance that the Merger will be completed, or if it is completed, that it will close within the anticipated time period. The forward-looking statements relate only to events as of the date on which the statements are made. Except as may be required by applicable law, the Company does not undertake to update, and expressly disclaims any obligation to update, any of its forward-looking statements, whether resulting from circumstances or events that arise after the date the statements are made, new information, or otherwise. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this information statement that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.

The Company, based in Chapin, South Carolina, designs, builds and sells homes in 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, and second move-up houses, with some third-time move-up houses and custom builds. UHG principally builds detached single-family houses, and, to a lesser extent, attached single-family houses, including duplex houses and town houses. For more information, visit www.unitedhomesgroup.com. Additional information regarding the Company is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in “Where You Can Find More Information” beginning on page 91.

The Company’s Class A Common Stock is listed with, and trades on, Nasdaq under the symbol “UHG.” The Company’s public warrants and private placement warrants are listed with, and trade on, Nasdaq under the symbol “UHGWW.”

Parent is a Delaware limited liability company. After the closing of the Merger, Parent will be the parent company of the Company.

Merger Sub, incorporated in the state of Delaware, was formed by Parent solely for the purpose of completing the Merger with the Company. Merger Sub is a direct, wholly owned subsidiary of Parent and has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation and pursuant to the Merger Agreement, the performance of its obligations under the Merger Agreement and matters ancillary to the Merger Agreement. Upon the consummation of the Merger, Merger Sub will cease to exist.

The following chronology summarizes certain key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, members of the Special Committee, the Company’s management team, the Company’s financial advisors, legal advisors or other representatives, Parent, Merger Sub, their affiliates, financial advisors, legal advisors or other representatives, or any other person.

The Board and the Company’s management periodically review the Company’s business, strategy, results of operations, financial condition, market position, historical performance, future prospects and long-term plans with the goal of maximizing stockholder value. As part of these ongoing evaluations, the Board and the Company’s management have, from time-to-time, considered various possible strategic alternatives, including the potential sale of the Company or its assets to, or merger of the Company with or into, a third party or the continued execution of the Company’s existing business plan as a standalone public company.

In connection with the Company’s consideration of various possible strategic alternatives from time-to-time, on March 6, 2025, the Board established the Special Committee, pursuant to Section 141(c)(2) of the Delaware General Corporation Law (the “DGCL”) and Article III, Section 3.10 of the Amended and Restated Bylaws of the Company (the “Bylaws”), composed of Robert Dozier Jr. and Jason Enoch. In establishing the Special Committee, the Board determined that each member of the Special Committee was independent, was not a member of the Company’s management and did not have an interest in any foreseeable Possible Strategic Transaction (as defined below) that was different from, or in addition to, the interests of the Company’s stockholders generally.

The Board authorized and empowered the Special Committee (i) to explore and consider various strategic alternatives and possible transactions potentially available to the Company, which may have included remaining a standalone public company, the sale of all or substantially all of the Company’s assets or the merger of the Company with or into another entity, or other similar transaction (each, a “Possible Strategic Transaction”); (ii) to enter into discussions and negotiations with respect to the terms and conditions of any one or more Possible Strategic Transactions, including the negotiation on behalf of the Company of any and all non-disclosure agreements, letters of intent, term sheets and definitive agreements deemed necessary or appropriate with respect thereto, including such negotiations as may occur between the Company and the Company’s controlling stockholder, Mr. Michael P. Nieri (the “Controlling Stockholder”); (iii) to take, or cause to be taken, any and all action it deems necessary, appropriate or advisable to review and evaluate, together with its legal counsel, financial advisors, accounting firms and such consultants, agents and similar advisors, any one or more Possible Strategic Transactions; (iv) to make such reports to the Board with respect to the Special Committee’s deliberations and recommendations with respect to any such Possible Strategic Transaction with reasonable frequency and in such manner as it deems appropriate; (v) to consult with the Company’s management and advisors in connection with its exploration and consideration of any such Possible Strategic Transaction; and (vi) to elect not to pursue any Possible Strategic Transaction. In addition, the Board resolved to not recommend any Possible Strategic Transaction for approval by the Company’s stockholders or otherwise approve any Possible Strategic Transaction without a prior favorable recommendation of such Possible Strategic Transaction by the Special Committee.

In late March, following a selection process pursuant to which the Special Committee interviewed a number of candidates for legal counsel and financial advisor to the Special Committee, the Special Committee engaged (i) Paul, Weiss, Rifkind, Wharton and Garrison LLP (“Paul, Weiss”) as legal counsel to the Special Committee and (ii) Vestra Advisors LLC (“Vestra”) as financial advisor to the Special Committee. The Special Committee selected Paul, Weiss and Vestra based on the reputation and experience of their respective principals in advising the boards and special committees of public companies (including those with controlling stockholders), their mergers and acquisitions credentials and their knowledge of the homebuilding industry. The Company subsequently also engaged Bradley Arant Boult Cummings LLP (“Bradley”), as additional counsel, once the Company’s former general counsel joined the firm in January 2026, in order to maintain continuity of her service.

On March 27, 2025, the Special Committee and Vestra entered into an engagement letter pursuant to which Vestra was engaged to act as financial advisor to the Special Committee in connection with a possible transaction involving the Company.

Between March 2025 and February 2026, the Special Committee met formally with its advisors on at least 27 occasions to review the Company’s strategic alternatives. From time-to-time, members of the Special Committee also held informal meetings, and joined regular update meetings with the Company’s management and the Special Committee’s advisors to discuss selected aspects of the strategic review process requiring management input. As part

of that process, the Special Committee worked with its advisors and the Company’s management to engage in, among other things, information gathering, reviewing internal and external data, evaluating detailed financial analyses and projections, the active solicitation of and discussion with a number of potential counterparties with respect to a Possible Strategic Transaction, including, where appropriate, providing access to certain diligence materials and management presentations, and the consideration, evaluation and negotiation of a range of Possible Strategic Transactions, as well as the possible result of not pursuing a transaction and remaining a standalone public company. Throughout the process, the Special Committee provided periodic updates to the Board regarding the review of strategic alternatives, subject to appropriate guardrails (as described herein below) with respect to the Company’s Controlling Stockholder, who is also a member of the Board.

On April 30, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra. At that meeting, representatives of Vestra briefed the Special Committee on the state of the homebuilding market and macroeconomic environment for homebuilders, the Company’s position and performance in the market and relative to its public company peers, the Company’s business plan, including management’s draft financial projections, sell-side process considerations, potential buyers or merger partners for the Company, timing and process considerations for a potential transaction, and the Company’s capitalization and change of control costs. During that meeting, the Special Committee discussed the various opportunities and challenges facing the Company, including the Company’s subscale size in the public markets, with elevated public company costs and overhead relative to its size, the recent market volatility and macroeconomic headwinds that are challenging for homebuilders, the impact of the market environment on the Company’s ability to execute on its business plan, that the Company is considered highly leveraged for the sector, and the Company may require covenant relief under its existing financing arrangements to avoid a default and refinancing would likely increase the cost of debt going forward. Following that discussion, the Special Committee determined that it was in the best interests of the Company and its stockholders to commence a broad auction process, and directed Vestra to start working with the Company’s management to prepare a confidential information memorandum that could be shared with potential bidders in connection with an auction process. From the outset, the Special Committee noted that, given the Controlling Stockholder’s ownership stake in the Company, he had the potential to approve or block a transaction with a third party and, alternatively, he may be a potential buyer for the remaining Company stock that he does not already own. Accordingly, the Special Committee acknowledged that the Special Committee’s discussions, materials and analysis, including with respect to price, should be kept strictly confidential and not shared with the Controlling Stockholder, and directed the Company’s management to do the same.

On May 6, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra to advance the strategic review process. At the Special Committee’s invitation, representatives of Paul, Weiss presented an overview of the legal and process considerations of evaluating strategic alternatives of the Company, including fiduciary duties generally and in the context of a sale of the Company, controlling stockholder considerations, and recent amendments to Delaware law. The Special Committee then discussed with its advisors, among other things, potential transaction structures, forms of consideration, market-check requirements, and the need to assess any transaction against the alternative scenario where the Company continues on as a standalone public company. The Special Committee also discussed the Company’s declining stock price and whether to publicly announce that it was reviewing strategic alternatives. The Special Committee then directed Vestra to brief the Board on the strategic review process generally and the potential advantages of a near-term sale process. The Special Committee also authorized Vestra to review the revised draft financial projections once they had been updated by the Company’s management in anticipation of their distribution to potential counterparties as part of an auction process.

On May 8, 2025, the members of the Special Committee met with the Controlling Stockholder and members of the Company’s management and Vestra to provide the Controlling Stockholder with a preview of matters to be discussed at the upcoming joint meeting of the Board and Compensation Committee, including a discussion of the potential advantages of a near-term sale process.

On May 14, 2025, the Company publicly announced its financial results for the first quarter ended March 31, 2025. The Company’s public announcement noted, among other developments, that, for the quarter ended March 31, 2025 the Company had (i) 252 home closings, a decrease of 19% year over year compared to 311 home closings in Q1 2024, resulting in revenue, net of sales discounts, of $87.0 million, a decrease of 14%, (ii) 296 net new orders, a decrease of 23% year over year compared to 384 net new orders in Q1 2024, (iii) available liquidity of $86.9 million, comprised of $25.0 million of cash and $61.9 million of unused committed capacity under its credit facility, (iv) total stockholders’ equity of $87.1 million, and (v) an adjusted book value of $95.7 million.

On May 18, 2025, the Company held a joint meeting of the Board and the Compensation Committee of the Board (the “Compensation Committee”), at which members of the Company’s management, Paul, Weiss and Vestra were present. At that meeting, the Special Committee provided the Board with a high-level update on the strategic review process. At the invitation of the Special Committee, representatives of Vestra discussed with the Board various considerations regarding the potential advantages of a near-term sale process, including, among other things, that (i) the Company was subscale as a public company, which has placed meaningful pressure on operating performance and profitability, (ii) broader macro challenges, economic uncertainty and an ongoing home affordability crisis had placed near-term significant pressure on operating performance for the sector, with the Company and its peers trading down significantly in 2025, (iii) the Company faced additional pressures in terms of its current bank group as well as future compliance with financial covenants, especially if operating performance deteriorated, and (iv) a potential sale of the Company may be an optimal path to maximize value for all stockholders. Following that discussion, the Special Committee authorized Vestra to reach out to a broad universe of potential buyers to solicit non-binding indications of interest for the Company and authorized the Company to announce in a press release and current report on Form 8-K that the Company was exploring strategic alternatives. In connection with the sale process, the Board also reviewed management’s projections of the Company’s expected financial performance for the years 2025-2029 (the “Initial Projections”) and, following detailed discussion of the underlying assumptions thereof, the Board approved such Initial Projections for use in connection with the sale process. The Company’s stock price closed at $1.87 per share on May 16, 2025.

On May 19, 2025, the Company publicly announced that the Board had appointed the Special Committee to conduct a comprehensive review of strategic alternatives for the Company to maximize stockholder value, including a sale of the Company, a sale of assets and a refinancing of existing indebtedness, among others. At the same time, the Company announced that the Board had promoted John G. (Jack) Micenko, Jr. to the role of Chief Executive Officer and President of the Company, to replace James M. Pirrello who stepped down from his position as Interim Chief Executive Officer, remaining a member of the Board.

From late May 2025 through the end of June 2025, representatives of Vestra, acting on the instructions of the Special Committee, approached 38 potential buyers for the Company (including financial sponsors and strategic investors), of which, 22 entered into non-disclosure agreements with the Company. Each of those non-disclosure agreements contained a customary “standstill” restriction on the counterparty’s ability to make public proposals to acquire the Company, which terminated upon the signing of the merger agreement. Following the execution of such non-disclosure agreements, those 22 potential buyers were (i) given access to a confidential information memorandum, which was prepared by Vestra, based on input from the Company’s management, and approved by the members of the Special Committee, and (ii) invited to participate in the sale process and submit preliminary, non-binding, first round indications of interest by June 20, 2025. Ultimately, 18 of the potential buyers declined to participate in the auction process or submit bids, noting they were not interested in a transaction with the Company at this time. After discussions with Vestra, four potential buyers expressed some interest in further discussions with the Company and three of those potential buyers submitted non-binding first round indications of interest.

On July 2, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra to discuss the strategic review process and the first round indications of interest received to date. At the meeting, representatives of Vestra noted, among other things, that interest in the Company was limited, none of the potential buyers would have submitted a first round indication of interest without significant encouragement from Vestra and the valuations provided in the first round indications of interest were in a range that suggested that potential buyers were valuing the Company predominately at or near its book value. Following a robust discussion of the first round indications of interests received, the Special Committee determined that (i) all four potential buyers should be invited to proceed to the second round of the auction process and granted access to the virtual data room to undertake preliminary diligence, (ii) management meetings should be set up with Stanley Martin and Party C, but not with Party A or Party B given Party A’s valuation of the Company was significantly lower than the other first round indications of interest received and Party B had not submitted a written indication of interest or provided any indication of value at this stage, (iii) representatives of Vestra should leverage competitive tensions between the potential buyers to help the Company achieve the best possible price for its stock and maximize value for all stockholders, and (iv) following the foregoing, each of the potential buyers should be invited to submit second round indications of interest. The Special Committee also instructed its advisors to now invite the Controlling Stockholder to participate in the auction process, with the caveat that it was important to keep the details of the indications of interest received to date, including price and valuation methodology, strictly confidential, as he may be a potential buyer of the Company.

During July 2025, Stanley Martin, Party A, Party B and Party C were all provided access to diligence materials in a virtual data room and invited to submit second round indications of interest by August 4, 2025. At the direction of the Special Committee, representatives of Vestra also engaged with each of the four potential buyers to discuss the second round of the auction process. Throughout that period, the Special Committee met with its advisors and members of the Company’s management to discuss the auction process, the operation and performance of the Company and certain contractual arrangements with the Company’s Controlling Stockholder and his affiliated entities.

On July 8, 2025, representatives of Paul, Weiss and Vestra met with the Controlling Stockholder and representatives of Bass, Berry & Sims PLC (“Bass”), legal counsel to the Controlling Stockholder, to invite the Controlling Stockholder to participate in the auction process.

On July 15, 2025 and July 24, 2025, the Company held in-person management presentations with Stanley Martin and Party C, respectively.

On July 21, 2025, the Company received unsolicited inbound interest from a potential strategic acquirer (“Party D”), which subsequently entered into a non-disclosure agreement with the Company and received a copy of the confidential information memorandum.

On July 25, 2025, Party B informed representatives of Vestra that, based on their underwriting, they would value the business at closer to book value, before then adjusting the value downwards further for any transaction friction costs, and they were not going to submit a written second round indication of interest unless provided positive feedback on their valuation.

On July 30, 2025, Vestra followed up with Party D, and on August 1, 2025, Party D confirmed that it was reviewing the confidential information memorandum and communicated follow-up questions to Vestra. Vestra promptly responded to Party D’s follow-up questions after which Party D made no further contact with Vestra or the Company.

On August 4, 2025, Party A and Party C also declined to submit second round indications of interest and informed representatives of Vestra they were no longer interested in pursuing a transaction with the Company at that time.

On August 4, 2025, Stanley Martin submitted a second round indication of interest to acquire all of the outstanding stock and securities (whether vested or not) exchangeable for or convertible or exercisable into shares of stock of the Company in an all-cash transaction for a proposed purchase price of $134 million, with no financing contingency, subject to additional diligence (the “Second Stanley Martin Proposal”). The Second Stanley Martin Proposal reflected a $16 million reduction in the proposed purchase price from the First Stanley Martin Proposal based on, among other things, the Company’s declining operational performance, anticipated change of control costs, a review of the Company’s real estate portfolio, discussions with the Company’s management team and diligence conducted by Stanley Martin to date. The Second Stanley Martin Proposal remained subject to approval by the board of directors of Stanley

Martin and its ultimate parent, Daiwa House Industry. The Second Stanley Martin Proposal also indicated that Stanley Martin would seek a confirmation from the Controlling Stockholder that he and his related investors would be willing to transact at the proposed price before Stanley Martin was willing to making a significant investment in diligence and negotiation of documents.

The Second Stanley Martin Proposal was the only indication of interest received by the Company in the second round of the auction process.

On August 5, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra to discuss the results of the second round of the auction process and the Second Stanley Martin Proposal. In particular, the Special Committee discussed (i) the reduced purchase price of the Second Stanley Martin Proposal, as compared to the First Stanley Martin Proposal, which would result in a per share price that was beneath the Company’s then-current trading price, (ii) the fact that the Company’s current trading price was likely inflated due to the announcement of strategic alternatives on May 19, and did not reflect the intrinsic value of the Company at this point in time, (iii) the all-cash transaction structure, (iv) the fact that Stanley Martin still required at least 60 days to complete diligence, despite the diligence already conducted by Stanley Martin to date, (v) factors relating to deal certainty, execution risk and the credibility of Stanley Martin as a potential buyer, and (vi) Stanley Martin’s desire to know, before putting additional time and resources into the potential transaction, whether the Controlling Stockholder would be interested in pursuing a potential transaction at the proposed price. The members of the Special Committee also discussed concerns regarding the viability of the Company as a standalone public company going forward. In particular, the Special Committee considered emerging issues with the Company’s lender base, including potential covenant compliance issues and potential defaults under the Company’s existing credit facilities, which could occur as soon as September 30, 2025.

On August 6, 2025, following a regularly scheduled Board meeting, the Board met with members of the Company’s management in executive session. During the executive session, members of the Special Committee provided the Board with a high-level update on the status of the auction process, noting that (i) interest in the Company had been limited, (ii) valuations were closer to the unaffected stock price prior to the announcement on May 19, 2025 that the Company was reviewing strategic alternatives (without disclosing specifics of the price), (iii) there were serious concerns about the Company’s ability to maintain itself as a standalone public company going forward, (iv) the Company was at serious risk of default under its existing credit facilities and would likely require covenant relief prior to September 30, 2025 or need to pursue refinancing, which would likely be at a higher cost of debt, and (v) it was in the best interests of the Company for the Controlling Stockholder to make a timely decision as to whether he was interested in making an offer to take the Company private or, alternatively, whether he was supportive of pursuing a transaction with a third party in light of the foregoing.

Later in the afternoon on August 6, 2025, members of the Special Committee and representatives of Vestra met with the Controlling Stockholder to raise again whether the Controlling Stockholder was interested in making an offer to take the Company private or, alternatively, whether he was generally supportive of pursuing a transaction with a third party. The Controlling Stockholder did not take a position during that meeting, but said that he would consider both alternatives with his advisors and come back to the Special Committee and its advisors.

Later in the evening on August 6, 2025, representatives of Vestra spoke to representatives of Party C who reiterated that they were not prepared to move forward with a transaction involving the Company.

On August 7, 2025, the Company publicly announced its financial results for the second quarter ended June 30, 2025. The Company’s public announcement noted, among other developments, that, for the quarter ended June 30, 2025 the Company had (i) 303 home closings, a decrease of 10% year over year compared to 337 home closings in Q2 2024, resulting in revenue, net of sales discounts, of $105.5 million, a decrease of 4%, (ii) 304 net new orders, a decrease of 6% year over year compared to 323 net new orders in Q2 2024, (iii) available liquidity of $95.2 million, comprised of $36.5 million of cash and $58.7 million of unused committed capacity under its credit facility, (iv) total stockholders' equity of $82.2 million, and (v) an adjusted book value of $96.9 million.

On August 7, 2025, the Controlling Stockholder reached out to representatives of Vestra to request additional information for the purposes of determining whether he was interested in making an offer to take the Company private or, alternatively, whether he was generally supportive of pursuing a transaction with a third party.

In addition, on August 7, 2025, representatives of Vestra shared an update with Stanley Martin regarding the auction process, noting that the Controlling Stockholder was considering matters and that the Company would respond to the Second Stanley Martin Proposal in due course.

On August 8, 2025, the Controlling Stockholder entered into a non-disclosure agreement with the Company, on terms substantially similar to the non-disclosure agreements entered into with other potential buyers, except that it did not contain a “non-solicit” provision or “standstill” restriction on the Controlling Stockholder’s ability to make public proposals to acquire the Company, given his existing duties as a director and executive of the Company.

On August 11, 2025, representatives of Vestra provided the Controlling Stockholder with access to the virtual data room.

On August 13, the Controlling Stockholder communicated to representatives of Vestra that he did not intend to participate in an auction process as a potential buyer, as he was not interested in submitting a bid to take the Company private at that point in time.

On August 15, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss to discuss recent statements made by the Controlling Stockholder regarding his desire to implement significant changes to the business and operations of the Company, including with respect to employee headcount, assignment of certain assets and his expressed desire to soon return to his former role as Chief Executive Officer of the Company, and the potential impact that such actions would have on the strategic review process and the Company generally. At that meeting, the Special Committee noted that the Company was at a critical juncture and discussed three possible alternative paths for its future: (i) the Company could pursue a sale to Stanley Martin based on the Second Stanley Martin Proposal, (ii) a “take private” by the Controlling Stockholder (who had recently suggested that he did not have any interest in a take-private) or (iii) the Company could remain a standalone public company. During those discussions, the Special Committee considered the influence of a variety of factors on its review of these alternative paths, including, among other things, (i) recent operational results falling short of the Initial Projections, (ii) the sub-scale nature of the Company as a public company homebuilder, (iii) the challenging macroeconomic environment for all homebuilders, (iv) emerging issues with the Company’s lender base, including potential covenant compliance issues and potential defaults under the Company’s existing credit facilities, which could occur as soon as September 30, 2025, and (v) the Special Committee’s lack of confidence in the Controlling Stockholder’s ability as an operating chief executive officer (given prior performance and compliance issues with respect to his former role as the chief executive officer of the public company) and belief that the current executive management team was best suited to continue operating the Company, should the Company remain a standalone public company.

On August 17, 2025, the Special Committee met with the other independent directors of the Board (the “Additional Non-Management Directors”), as well as members of the Company’s management and representatives of Paul, Weiss to brief them on and discuss recent statements made by the Controlling Stockholder with respect to the affairs of the Company (as described above) and his expressed desire to soon return to his former role as Chief Executive Officer of the Company. They also discussed the potential impact that would have on the strategic review process and the Company generally. Following that discussion, the Special Committee and the Additional Non-Management Directors determined that in order to address the Controlling Stockholder’s recent statements and his interest in a potential transaction involving the Company, it would be in the best interest of the Company and its stockholders for the Special Committee and the Additional Non-Management Directors to set up a meeting with the Controlling Stockholder and his legal counsel to discuss these matters further and share their views. The Special Committee noted that time was of the essence, as the Company had received only one second round indication of interest, and the Special Committee did not want to lose momentum with respect thereto, particularly given the challenges facing the Company, including poor financial performance and risk of potential default under its existing credit facilities as soon as September 30, 2025.

On the morning of August 19, 2025, certain members of the Special Committee and certain of the Additional Non-Management Directors met with the Controlling Stockholder and his legal counsel to discuss the Controlling Stockholder’s recent actions and his potential interest in pursuing a transaction involving the Company (whether as a buyer or seller) (the “August 19 Controlling Stockholder Meeting”). The meeting was also attended by members of the Company’s management, representatives of Paul, Weiss and Vestra. At the meeting, attendees advised the Controlling Stockholder that it was the consensus of the Special Committee and Additional Non-Management Directors that it would not be in the best interests of the Company or its stockholders for the Controlling Stockholder return to his former role as Chief Executive Officer of the Company. Attendees also discussed the high-level status of the strategic review process, including whether the Controlling Stockholder was interested in (i) pursuing a sale of the Company to a third party, (ii) taking the Company private, with or without a partner (noting that he had previously suggested he was not

interested in doing so) or (iii) remaining a standalone public company, taking into account the risks and potential cost-cutting measures associated therewith. During the meeting, representatives of Vestra informed the Controlling Stockholder that, at that time, only a single bidder remained interested in a potential transaction involving the Company. They also noted that the Company could not afford to spend significant time and resources in pursuing a transaction if the Controlling Stockholder was not open to supporting it, and the potential third party buyer was not willing to do so either. At the end of the meeting, the Controlling Stockholder agreed to consider the foregoing and revert.

Later in the day on August 19, 2025, the Controlling Stockholder’s legal counsel informed a member of the Company’s management that, after consulting with his client, the Controlling Stockholder was not interested in taking the Company private at this time, but wanted more information on the potential third party transaction and the potential cost-cutting measures that would be required for the Company to continue as a standalone public company in light of the potential covenant compliance issues under the Company’s senior credit facility.

Later in the afternoon on August 19, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss and Vestra to debrief on the August 19 Controlling Stockholder Meeting and discuss next steps. The Special Committee also discussed with its advisors and members of management the viability of the Company as a standalone public company, how to approach the risk of default under the Company’s existing credit facilities and the cost-cutting measures that would need to be implemented if no transaction was ultimately available or if the decision was made to remain a standalone public company. In connection with that discussion, the Special Committee noted that, if the Company were to continue as a standalone public company, they were generally supportive of existing management’s ability to execute on the foregoing strategy, but they did not have confidence in the Controlling Stockholder’s ability to do so, based on his prior performance as the Company’s Chief Executive Officer and the Special Committee’s view the Controlling Stockholder returning to that role would not be value additive. The Special Committee then agreed to meet with its advisors and members of the Company’s management the next day to further discuss the strategic alternatives then available to the Company.

On August 20, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss and Vestra to discuss the strategic alternatives then available to maximize stockholder value. As part of that discussion, they considered the Second Stanley Martin Proposal against management’s quantitative analysis of three potential alternative scenarios (the “Alternative Scenario Analysis”): (i) continuing to run the Company as a standalone public company, as is, without significant changes, (ii) continuing to run the Company as a standalone public company, taking into account certain cost-cutting measures, and (iii) the Controlling Stockholder potentially taking the Company private, using the Company’s assets and borrowing capacity to partially finance such a transaction (noting that he had previously suggested on multiple occasions that he was not interested in taking the Company private). As part of that discussion, the Special Committee noted that (a) the Company would likely need to amend its credit facilities before September 30, 2025, to provide covenant relief and avoid defaults or pursue refinancing, which would likely be at a higher cost of debt, under any of the foregoing scenarios, (b) the Company’s lender base would likely prove less constructive if the Company were to continue as a standalone public company, (c) the Company’s lender base may increase the Company’s liquidity requirements if the Company were to continue as a standalone public company, and (d) any such increases to the Company’s liquidity requirements would likely constrain the Company’s ability to operate and sustain its contemplated level of growth and investment in new communities. Additionally, the Special Committee noted that the overhead costs of maintaining the Company as a standalone public company were disproportionately high relative to the small scale and recent financial performance of the Company, and, based on current projections, there was no clear path to grow out of that problem. The Special Committee also noted that if the Company were to remain a standalone public company, significant cost-cutting measures would need to be implemented in order to maintain its viability, including reducing employee headcount, cutting non-essential corporate overhead and repositioning the Company to focus on core markets by selling non-core assets. The Special Committee further noted that there were no guarantees that these cost-cutting measures would be successful and there was a risk that their disruption to the business could outweigh any savings actually achieved. They would also leave the Company with little room for organic growth. Following that discussion, the Special Committee concluded that, based on the analyses done to date, it was in the best interests of the Company and its stockholders to continue to pursue a potential transaction, rather than remain a standalone public company at this time.

Following that meeting, at the direction of the Special Committee, representatives of Paul, Weiss sent a version of the Alternative Scenario Analysis to the Controlling Stockholder and his legal counsel.

The following day, at the direction of the Special Committee, representatives of Paul, Weiss sent the Controlling Stockholder and his legal counsel a survey prepared by Vestra based on publicly available information of other small

cap public company homebuilders which demonstrated that small cap builders had struggled to gain scale and capture industry standard margins due to high public company expenses, high leverage, lack of public float and small market capitalization. As a result, of the nine the homebuilders that had gone public since 2009 at a market capitalization of less than $1 billion, only three remain public today and all three of those companies had achieved far greater scale than the Company, but traded at a price to tangible book value multiple of under 1.0x.

On August 21, 2025, certain members of the Special Committee met with the Controlling Stockholder and his legal counsel to discuss the Alternative Scenario Analysis and the results of the survey of other small cap public company homebuilders. The meeting was also attended by members of the Company’s management, representatives of Paul, Weiss and Vestra. At that meeting, the Controlling Stockholder and his legal counsel were generally informed of the breadth of the strategic review process and reminded that, although Vestra had conducted a thorough auction process and reached out to a broad spectrum of potential buyers, to date, the Company had received only one actionable indication of interest, which continued to value the Company in a range that suggested that the potential buyer was valuing the Company predominately at or near its book value and was still subject to a number of caveats. Further, the one potential buyer had indicated that it needed to know whether the Controlling Stockholder was generally supportive of a sale to a third party before spending any further time and resources pursuing a potential transaction. Accordingly, the Special Committee needed to understand now if the Controlling Stockholder was interested in pursuing such a proposal, relative to the alternative scenarios presented, given that his position may inform how the Special Committee proceeds. The Controlling Stockholder agreed to consider and follow up with the Special Committee in short order.

On August 22, 2025, the Controlling Stockholder’s legal counsel called representatives of Paul, Weiss to confirm that the Controlling Stockholder was not a potential buyer and had no intention of taking the Company private at this time. He also requested a copy of the Second Stanley Martin Proposal, so that the Controlling Stockholder could evaluate whether he was generally supportive of pursuing that proposal.

Later on August 22, 2025, only after and because the Controlling Stockholder had confirmed that he was not a potential buyer for the Company, the Special Committee authorized representatives of Paul, Weiss to share the Second Stanley Martin Proposal with the Controlling Stockholder and his legal counsel.

On August 25, 2025, the Controlling Stockholder’s legal counsel communicated to representatives of Paul, Weiss that the Controlling Stockholder was willing to entertain the possibility of the sale of the Company to Stanley Martin, subject to evaluating the final details of any such transaction, which would need to be determined in due course.

Later on August 25, 2025, at the direction of the Special Committee, representatives of Vestra notified Stanley Martin of the Company’s interest in moving forward with the sale process on the basis of the Second Stanley Martin Proposal, and confirmed that the Controlling Stockholder had indicated that he was not a potential bidder and was generally supportive of pursuing a transaction with Stanley Martin.

Between August 25, 2025 and September 3, 2025, representatives of the Company and Stanley Martin, and their respective advisors, communicated with respect to certain legal, diligence and process matters relating to the potential transaction.

On September 5, 2025, Stanley Martin submitted a letter of intent to acquire all of the outstanding stock and securities (whether vested or not) exchangeable for or convertible or exercisable into shares of stock of the Company in an all-cash transaction for a proposed purchase price of $134 million, with no financing contingency, subject to additional diligence (the “Third Stanley Martin Proposal”). The Third Stanley Martin Proposal required, among other things, that (i) the transaction be structured as a “sign and consent” transaction, with the Controlling Stockholder providing written consent to the transaction within 24 hours of signing definitive agreements, (ii) the Company obtain all third party contractual consents and waivers prior to closing of the potential transaction, (iii) the Company grant Stanley Martin exclusivity and agree not to solicit any alternative proposals until December 31, 2025 (unless terminated earlier in accordance with its terms), (iv) the Company pay Stanley Martin a $3 million termination fee, if the transaction is terminated in certain circumstances following the entry into a definitive agreement, and (v) the Company reimburse Stanley Martin for its reasonable, documented, out-of-pocket expenses, plus an additional 75% of such amount to compensate for its internal resources, up to a maximum cap of $1,750,000, if (a) prior to signing a definitive agreement the Company is unable to consummate the proposed transaction because the Controlling Stockholder fails to approve the proposed transaction or the Board decides to withdraw from the proposed transaction or (b) the Company breaches its non-solicitation obligations thereunder. The Third Stanley Martin Proposal remained subject to approval by

the board of directors of Stanley Martin and its ultimate parent, Daiwa House Industry. The Third Stanley Martin Proposal indicated that the board of directors of Daiwa House Industry meets monthly on a fixed schedule and Stanley Martin expected to be in a position to present the proposed transaction for approval at the Daiwa House Industry board meeting in December 2025.

On September 9, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss and Vestra to discuss the key features of the Third Stanley Martin Proposal and the Company’s response, including (i) the proposed purchase price, which was lower than the Company’s then-current market capitalization (which the Special Committee believed to be artificially inflated above fair market value due to the prior public announcement of the strategic review process), (ii) the transaction structure, (iii) the third party consent requirements, (iv) the exclusivity period, having regard to the public announcement and thorough process conducted to date, (v) the termination fee, and (vi) expense reimbursement provisions.

Later on September 9, 2025, at the direction of the Special Committee, representatives of Paul, Weiss sent a revised draft of the Third Stanley Martin Proposal to Stanley Martin and its legal counsel, Maynard Nexsen PC (“Maynard Nexsen”). The revised draft generally accepted the “sign and consent” transaction structure, but proposed, among other things, the following changes, which were discussed with, and approved by, the Special Committee earlier that day: (i) the Company would use commercially reasonable efforts to obtain all third party contractual consents and waivers prior to closing of the potential transaction, but such consents and waivers would not be a condition to closing, (ii) the Company would grant Stanley Martin a shorter 30-day exclusivity period, with up to two 15-day extensions, provided that (a) Stanley Martin continued to negotiate in good faith, diligently pursue the transaction and reaffirm the proposed purchase price in writing prior to each extension and (b) the Company maintained a fiduciary out throughout the exclusivity period, in the event that the Company received an unsolicited offer that was, or would be reasonably likely to result in, a superior proposal, (iii) the Company would pay Stanley Martin a $4 million termination fee if the transaction is terminated in certain circumstances following the entry into a definitive agreement (which was within reasonable and customary range for a transaction of this size), in exchange for the total elimination of the expense reimbursement requirement.

Between September 9, 2025 and September 12, 2025, at the direction of the Special Committee, representatives of Paul, Weiss and Maynard Nexsen discussed key issues with respect to the Third Stanley Martin Proposal.

On September 12, 2025, at the direction of the Special Committee, in anticipation of entering into the Third Stanley Martin Proposal, representatives of Vestra conducted outreach to Party A and Party C (the two parties other than Stanley Martin who had submitted written indications of interest during phase one of the sale process), to see whether they had any further interest in pursuing a transaction with the Company. Both parties confirmed to Vestra that neither party had changed its position nor had any further interest in pursuing a transaction with the Company.

Later on September 12, 2025, representatives of Maynard Nexsen sent a revised draft of the Third Stanley Martin Proposal to representatives of Paul, Weiss. The revised draft of the Third Stanley Martin Proposal generally accepted the Company’s position with respect to the exclusivity period, the fiduciary out with respect to a superior proposal and the termination fee, subject to certain drafting changes. However, it rejected the Company’s position with respect to the third party consent and expense reimbursement provisions and instead proposed that (i) the Company use commercially reasonable efforts to obtain all third party contractual consents and waivers required under all material agreements prior to signing a definitive agreement with respect to the potential transaction, with the failure to obtain such consents and waivers giving rise to a right to terminate the Third Stanley Martin Proposal, and (ii) the Company reimburse Stanley Martin for its reasonable, documented, out-of-pocket expenses up to a maximum cap of $1 million, plus an additional 25% of such amount to compensate for its internal resources. Representatives of Stanley Martin also communicated to representatives of Paul, Weiss and Vestra that the expense reimbursement was key to their willingness to proceed with the proposed transaction.

On September 15, 2025, representatives of Paul, Weiss spoke to the Controlling Stockholder’s legal counsel who confirmed that the Controlling Stockholder was still generally supportive of pursuing a transaction with Stanley Martin.

On September 15, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss and Vestra to discuss, among other things, the key features of the revised draft of the Third Stanley Martin Proposal and the Company’s response. In particular, they discussed Stanley Martin’s proposal with respect to (i) third party consents, noting that it increased the transaction risk and undermined deal certainty and therefore proposed to push back, and (ii) expense reimbursement, noting that there was a high risk that Stanley Martin would not continue to pursue the transaction without some form of expense reimbursement and therefore proposed to

provide expense reimbursement for Stanley Martin’s reasonable, documented, out-of-pocket expenses (but not internal resources) up to a maximum cap of $1 million. In addition, attendees discussed the viability of the Company continuing as a standalone public company going forward and the status of negotiations for covenant relief to avoid default under the Company’s existing credit facilities. During those discussions, members of the Company’s management noted that they expected amendments to the Company’s credit facilities to be finalized prior to the end of September 2025.

Later on September 15, 2025, at the direction of the Special Committee, representatives of Paul, Weiss sent a revised draft of the Third Stanley Martin Proposal to Stanley Martin and Maynard Nexsen, incorporating the changes discussed at the Special Committee meeting earlier that day, in addition to other drafting changes.

Between September 16, 2025 and September 18, 2025, at the direction of the Special Committee, representatives of Paul, Weiss and Maynard Nexsen traded drafts of, and engaged in negotiations with respect to, the Third Stanley Martin Proposal. Ultimately, Stanley Martin accepted the Company’s proposal with respect to expense reimbursement and agreed to a compromise proposal with respect to third party consents, whereby the Company was required obtain certain third party consents under land purchase contracts, option agreements and land banking agreements prior to signing any definitive agreement.

On September 18, 2025, representatives of Stanley Martin communicated to representatives of Vestra that they wanted to see the Company’s third quarter earnings and for related diligence requests to be fulfilled prior to executing the Third Stanley Martin Proposal.

On September 22, 2025, representatives of Party C reached out to representatives of Vestra indicating that Party C may actually be interested in pursuing a potential transaction involving the Company and one of its existing lenders and was giving it further consideration.

On September 23, 2025, members of the Company’s management and representatives of Vestra met with representatives of Stanley Martin to discuss the Company’s third quarter earnings and related diligence requests, which were provided to Stanley Martin ahead of the meeting.

Later on September 23, 2025, representatives of Vestra received an email from representatives of Stanley Martin (the “September 23 Email”) raising a number of concerns about the financial and operational performance of the Company, including based on the third quarter earnings, which were materially worse than the Initial Projections previously provided to potential buyers, including Stanley Martin. In that email, representatives of Stanley Martin noted that, while they were interested in proceeding with the transaction, the parties would need to reach a new agreement on value. They also noted that, given the amount of diligence to be undertaken prior to entering into the proposed transaction, Stanley Martin would not be ready to seek approval of the proposed transaction at the Daiwa House Industry board meeting in December 2025 and would instead need to seek approval of the proposed transaction at the Daiwa House Industry board meeting in January 2026. A copy of that email was provided to the members of the Special Committee.

Following receipt of the September 23 Email, representatives of Vestra had a call with representatives of Stanley Martin to discuss the concerns raised in the September 23 Email. During that call, representatives of Stanley Martin indicated that they wanted to review the Company’s fourth quarter projections before arriving at a revised valuation and asked if management could prepare revised projections for Stanley Martin’s consideration.

On September 24, 2025, the Special Committee met with members of the Company’s management and representatives of Paul, Weiss and Vestra. During that meeting, attendees discussed the concerns raised by Stanley Martin, the request for revised projections and their potential impact on Stanley Martin’s proposed purchase price. They also discussed a potential alternative transaction with Party C and the need to explore whether it was a viable possibility before granting Stanley Martin exclusivity to explore a proposed transaction. They also discussed the financial and operational performance of the Company, including (i) the fact that the Company was negotiating for covenant relief under its existing credit facilities, (ii) that the Company’s existing lenders were more open to providing covenant relief because the Company was in the process of considering strategic alternatives, but if that did not result in a successful sale of the Company it would be more challenging to obtain covenant relief in the future and the Company would be at serious risk of defaulting under its existing credit facilities, (iii) as a result, existing lenders may seek to tighten liquidity covenants that may constrain the Company’s ability to operate going forward, (iv) in light of the foregoing, the Company may not have the liquidity to sustain its contemplated level of growth and investment in new communities, and (v) the Company may need to look for alternate financing sources, which could be difficult and expensive to obtain.

Later on September 24, 2025, representatives of Stanley Martin communicated two proposed changes to the draft of the Third Stanley Martin Proposal, based on the concerns raised in the September 23 Email, to representatives of Vestra: (i) that the proposed purchase price be revised downward from $134 million to $121 million and (ii) that the target date for obtaining the approval of the Daiwa House Industry board of directors be revised from December 2025 to January 2026 (collectively, we refer to this as the “Fourth Stanley Martin Proposal”, the terms of which were otherwise consistent with the Third Stanley Martin Proposal). Stanley Martin also requested revised management projections for the Company. The following day, representatives of Stanley Martin also requested an estimate of the Company’s transaction-related expenses. The Fourth Stanley Martin Proposal and each of Stanley Martin’s requests were promptly provided to the members of the Special Committee.

On September 29, 2025, a representative of Party C indicated to Vestra that, after further consideration with its financial advisors, Party C could not find a transaction structure that was sufficiently attractive to it and it was not in fact interested in resuming discussions regarding a potential transaction involving the Company. Representatives of Vestra then reached out to a representative of Party C who confirmed that Party C did not have support internally to pursue a transaction.

Later on September 29, 2025, the Special Committee met with representatives of Paul, Weiss and Vestra to discuss the Fourth Stanley Martin Proposal, noting that the potential alternative transaction with Party C was no longer an option. During that meeting, representatives of Vestra reviewed with the Special Committee a summary of the Company’s estimated transaction costs (which had been requested by Stanley Martin), the implied share price of the Fourth Stanley Martin Proposal, the revised projections prepared by the Company’s management at the request of Stanley Martin, and a preliminary financial analysis relating to the Fourth Stanley Martin Proposal based on such revised projections. When discussing the revised projections, representatives of Vestra observed that even with short-term relief, based on the revised projections, the Company would likely face covenant breaches under its existing credit facilities in 2026. The Special Committee then discussed with the attendees that (i) historically the Company had had difficulties executing on its projections, (ii) there was no guarantee that the Company would be able to achieve the revenue growth projected, (iii) the Company’s existing lenders were more open to providing covenant relief because the Company was in the process of considering strategic alternatives, but if that did not result in a successful sale of the Company, it would be more challenging to obtain covenant relief in the future and the Company would be at serious risk of defaulting under its existing credit facilities, (iv) the Company’s existing lenders may seek to tighten liquidity covenants, which may constrain the Company’s ability to operate and sustain its contemplated level of growth and investment in new communities going forward, and (v) it would likely be difficult to refinance the Company’s debt in a manner that left the Company well situated to continue as a standalone public company going forward. At the conclusion of detailed discussions of the foregoing matters, the Special Committee authorized representatives of Vestra to share the Company’s estimated transaction costs and management’s revised projections with Stanley Martin on a preliminary basis, noting that such projections were still subject to further review and approval by the Board and Special Committee. The Special Committee also directed representatives of Vestra to schedule a call with Stanley Martin to encourage Stanley Martin to increase its proposed purchase price and raise additional value-relevant synergies to try to maximize the valuation offered by Stanley Martin. In addition to the foregoing, representatives of Vestra informed the Special Committee that they had received an inbound inquiry from representatives of a potential strategic acquirer (“Party E”) and would schedule a call with Party E to follow up.

In addition, on September 29, 2025, the Company entered into (i) the Fourth Amendment to the Second Amended and Restated Credit Agreement (the “WF Amendment”), amending the Second Amended and Restated Credit Agreement by and among the Company, Great Southern Homes, Inc., Rosewood Communities, Inc., Wells Fargo Bank, National Association, as administrative agent, Wells Fargo Securities, LLC, as the sole Lead Arranger and sole Bookrunner, and the lenders party thereto and (ii) the First Amendment to Credit Agreement (the “KL Amendment”), amending the Credit Agreement by and among the Company, Great Southern Homes, Inc., the financial institutions from time to time a party thereto and Kennedy Lewis Agency Partners LLC, as administrative agent. The WF Amendment and KL Amendment provided temporary covenant relief to avoid defaults under the Company’s existing credit facilities.

On October 2, 2025, at the direction of the Special Committee, representatives of Vestra sent representatives of Stanley Martin copies of the Company’s estimated transaction costs and management’s revised projections, noting that such projections were still subject to further review and approval by the Board and Special Committee.

Later that day, at the direction of the Special Committee, representatives of Vestra also had a call with representatives of Stanley Martin to discuss value-relevant synergies and encourage Stanley Martin to increase its proposed purchase price. Following that call, representatives of Vestra requested that Stanley Martin submit a revised indication of interest based on the additional information provided.

On October 3, 2025, representatives of Vestra had a call with representatives of Party E. During this call, representatives of Party E noted that, after further consideration, the contemplated transaction would likely be of a scale exceeding the scale at which they would be willing to transact and that Party E was not interested in a transaction involving the entire Company.

On October 6, 2025, representatives of Stanley Martin informed representatives of Vestra that, after giving a lot of thought to the proposed transaction, the additional materials provided, the deterioration of the homebuilding market and the Company’s performance, Stanley Martin was no longer interested in pursuing a transaction with the Company at that time. Stanley Martin explained that it remained interested in the Company, but, given the need for shareholder approval, and other risks, Stanley Martin did not believe there would be a valuation that the Board and Stanley Martin could agree to.

On October 8, 2025, at the direction of the Special Committee, representatives of Vestra reached out to representatives of Stanley Martin to discuss the proposed transaction. During that discussion, representatives of Stanley Martin reiterated that while they were interested in the Company, the realities of the homebuilding market made it highly unlikely that the parties would be able to reach an agreement on price. Representatives of Stanley Martin also indicated that they may be interested in revisiting a potential transaction with the Company in a few quarters, if there was an improvement in the homebuilding market and the Company’s performance, but they were not interested in pursuing a transaction with the Company at this time.

On October 14, 2025, the members of the Special Committee had a call with a representative of Stanley Martin, to discuss the potential transaction. During that call, the representative of Stanley Martin reiterated that, while Stanley Martin was not interested in pursuing a transaction with the Company at that time, Stanley Martin remained open to the possibility of a transaction with the Company in the future, subject to changes in the homebuilding market, the Company’s performance and valuation metrics.

Following Stanley Martin’s withdrawal from the auction process, the Special Committee discussed with its advisors that a sale transaction was no longer an option at that time. Despite publicly announcing the Special Committee’s review of strategic alternatives, and running a thorough process involving at least 38 potential buyers, as well as outreach to the Controlling Stockholder about his potential interest, there were ultimately no actionable indications of interest to acquire, merge with or otherwise engage in a transaction involving the Company or take it private.

Between October 8, 2025 and October 19, 2025, the members of the Special Committee considered the strategic alternatives that remained available to the Company. Throughout this period, the members of the Special Committee each had various conversations with their advisors, members of the Company’s management and the Additional Non-Management Directors to discuss appropriate next steps for the Company. Ultimately, they concluded that, after evaluating the full range of strategic alternatives, in light of current macroeconomic conditions and unsuccessful auction process, remaining a standalone public company was the only alternative available to the Company and, in those circumstances, it was in the best interests of the Company and its stockholders to continue to execute on the Company’s strategic plan, subject to the implementation of certain cost-cutting measures required to sustain the Company as a standalone public company.

In connection with these discussions, on or about October 17, 2025, four members of the Board, Robert Dozier Jr., Jason Enoch, Alan Levine and James M. Pirrello, directed representatives of Paul, Weiss to inform the Controlling Stockholder’s legal counsel, that they were not willing to remain on the Board unless (i) the Company’s existing management team was fully empowered to execute on the Company’s strategic plan and (ii) the Controlling Stockholder stepped down from his position as Executive Chairman of the Company and agreed to forgo any remaining compensation to which he would be entitled under his existing employment agreement, in furtherance of Company cost-saving initiatives (collectively (i) and (ii), the “Strategic Conditions”). At the same time, two other members of the Board, Ambassador Nikki R. Haley and Dr. James P. Clements directed representatives of Paul, Weiss to inform the Controlling Stockholder’s legal counsel that they were considering resigning from the Board for other reasons.

On October 19, 2025, the Controlling Stockholder’s legal counsel informed representatives of Paul, Weiss that the Controlling Stockholder was not willing to agree to the Strategic Conditions.

Later that day, the Special Committee met with two of the Additional Non-Management Directors, Alan Levine and James M. Pirrello, as well as members of the Company’s management and representatives of Paul, Weiss to discuss next steps. Ambassador Nikki R. Haley and Dr. James P. Clements were invited, but unable to attend the meeting. At the meeting, it was determined that (i) the Special Committee had concluded its strategic review and unanimously determined that, in light of current macroeconomic conditions and the unsuccessful auction process, continuing to execute on the Company’s strategic plan as an independent, public company was in the best interests of the Company and its stockholders at that time and (ii) in light of the Controlling Stockholder’s unwillingness to agree to the Strategic Conditions, each of Robert Dozier Jr., Jason Enoch, Alan Levine and James M. Pirrello intended to resign from the Board but would continue to serve as directors until no later than November 14, 2025, in order to help facilitate an orderly transition, allow the Company to file its then-upcoming quarterly report on Form 10-Q and enable the Controlling Stockholder to identify new directors to take their place. Attendees also noted that Ambassador Nikki R. Haley and Dr. James P. Clements were considering resigning from the Board for other reasons. Following that discussion, Robert Dozier Jr., Jason Enoch, Alan Levine and James M. Pirrello directed representatives of Paul, Weiss to share with the Controlling Stockholder and his legal counsel a draft of the press release to be issued the following morning announcing the foregoing decisions, unless the Controlling Stockholder changed his mind. They then agreed to meet early the following morning before issuing the press release and related public filings.

As directed, representatives of Paul, Weiss then shared the draft press release with the Controlling Stockholder and his legal counsel, noting that it would be issued the following morning if the Controlling Stockholder did not change his mind.

Later that evening, Robert Dozier Jr., Jason Enoch, Alan Levine and James M. Pirrello submitted a joint letter to the Company indicating their intention to resign from the Board, with effect no later than November 14, 2025, in order to help facilitate an orderly transition, allow the Company to file its then-upcoming quarterly report on Form 10-Q and enable the Controlling Stockholder to identify new directors. The resignation letter cited, among other reasons for resignation, the belief that the Company’s existing management team was better suited to help the Company navigate the current market environment and address the Company’s operational challenges without the Controlling Stockholder serving as Executive Chairman. A copy of the joint resignation letter was filed with the Company’s current report on Form 8-K on October 20, 2025.

In addition, on the evening of October 19, 2025, Ambassador Nikki R. Haley and Dr. James P. Clements submitted resignation letters to the Company. Ambassador Nikki R. Haley’s resignation letter recorded her intention to resign no later than November 14, 2025 to focus on her other engagements and professional responsibilities. Dr. James P. Clements’ resignation letter recorded his resignation, with immediate effect, to focus his time on his other professional obligations and responsibilities.

Early the next morning, on October 20, 2025, the Special Committee met with other directors, Ambassador Nikki R. Haley, Alan Levine, James M. Pirrello, as well as members of the Company’s management and representatives of Paul, Weiss. Dr. James P. Clements was invited, but unable to attend the meeting. At the meeting, representatives of Paul, Weiss confirmed that they had not received any outreach from the Controlling Stockholder or his legal counsel in response to sending them the press release the prior evening. Accordingly, the directors present authorized the Company to issue the press release and file the current report on Form 8-K announcing the conclusion of the strategic review process and the director resignations received by the Company.

The press release and current report on Form 8-K were subsequently issued and filed prior to market open on October 20, 2025. The Company’s stock price closed at $1.74 per share on October 21, 2025.

On October 22, 2025, representatives of Vestra informed the members of the Special Committee and representatives of Paul, Weiss, that they had received a few inbound calls following the public announcements on October 20, 2025, including from representatives of Party A, who expressed interest in potentially reconsidering a transaction involving the Company and asked for certain additional information.

On October 23, 2025, representatives of Paul, Weiss informed the Controlling Stockholder’s legal counsel of the inbound expression of interest from Party A and the request for additional information. The Controlling Stockholder’s legal counsel confirmed that the Controlling Stockholder expressed a continued willingness to consider a sale of the Company to a third party.

On October 23, 2025, representatives of Vestra informed the members of the Special Committee and representatives of Paul, Weiss that they received further inbound expressions of interest from representatives of Stanley Martin, who suggested they may be interested in a transaction involving certain segments of the Company.

On or around October 29, 2025, representatives of Vestra followed up with each of Party A and Stanley Martin and asked them to submit indications of interest by early the following week.

On or around October 30, 2025, members of management received an inbound expression of interest from a potential strategic acquirer (“Party F”). Between October 30, 2025 and November 13, 2025, representatives of the Company engaged in negotiations with representatives of Party F for purposes of entering into a non-disclosure agreement and providing additional diligence information. Ultimately, Party F did not execute a non-disclosure agreement and no further information was provided to Party F.

On October 30, 2025, representatives of Party A reached out to representatives of Vestra to request a meeting with relevant members of the Board. The Special Committee subsequently agreed to meet with representatives of Party A on November 3, 2025.

Also on October 30, 2025, representatives of Stanley Martin communicated to representatives of Vestra that they were prepared to submit a letter of intent but were concerned the purchase price would be too low for consideration. Representatives of Vestra encouraged Stanley Martin to submit a letter of intent and that it would get full consideration.

Later on October 30, 2025, representatives of Stanley Martin submitted a revised letter of intent (the “Fifth Stanley Martin Proposal”), which was substantially consistent with the terms of the Fourth Stanley Martin Proposal, except for (i) the decrease in the proposed purchase price to $85 million and (ii) the inclusion of an additional 15-day extension of the exclusivity period, so that Stanley Martin could maintain exclusivity until the Daiwa House Industry board meeting in January 2026, subject to the prior terms and conditions. In considering the Fifth Stanley Martin Proposal, the members of the Special Committee sought to explore whether there was any possibility of Stanley Martin agreeing to a higher purchase price.

On November 3, 2025, the members of the Special Committee and representatives of Vestra met with representatives of Party A.

On November 6, 2025, the Company publicly announced its financial results for the third quarter ended September 30, 2025. The Company’s public announcement noted, among other developments, that, for the quarter ended September 30, 2025 the Company had (i) 262 home closings, a decrease of 29% year over year compared to 369 home closings in Q3 2024, resulting in revenue, net of sales discounts, of $90.8 million, a decrease of 23%, (ii) 324 net new orders, a decrease of 5% year over year compared to 341 net new orders in Q3 2024, (iii) available liquidity of $83.1 million, comprised of $25.6 million of cash and $57.5 million of unused committed capacity under its credit facility, (iv) total stockholders' equity of $52.9 million, and (v) adjusted book value of $94.8 million. 

On November 7, 2025, representatives of Vestra informed the Special Committee that representatives of Party A had communicated that, after further consideration, they were no longer interested in pursuing a transaction involving the Company because (i) of the potential legal risks associated with a public company acquisition and (ii) there were other deals coming to market that they expected would be more favorable to Party A from a lot cost perspective.

The resignations of Ambassador Nikki R. Haley and James M. Pirrello also took effect on November 7, 2025. 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 beyond November 14, 2025. Robert Dozier Jr. and Jason Enoch also agreed to continue serving on the Special Committee in order to (i) ensure an orderly transition as director candidates were identified and recruited in order to maintain compliance with the requirements under Nasdaq Rule 5605 and (ii) facilitate discussions with Stanley Martin given its re-engagement in discussions about a potential transaction involving the Company, based on their continued belief that it was in the best interests of the Company and its stockholders to pursue such a transaction rather than remain a standalone public company.

On November 9, 2025, the members of the Special Committee met with the Controlling Stockholder to inform him of the Fifth Stanley Martin Proposal and determine whether he had any interest in exploring it, noting that the Special Committee would work with its advisors to seek to improve the proposed purchase price.

Later that day, at the direction of the Special Committee, representatives of Vestra sent the Controlling Stockholder and his legal counsel certain materials showing the proposed per share price implied by the Fifth Stanley Martin Proposal. The Controlling Stockholder subsequently confirmed that he was still interested in pursuing a transaction with Stanley Martin, but, like the Special Committee, wanted the Special Committee and its advisors to determine if Stanley Martin would agree to a higher purchase price.

Between November 9, 2025 and November 14, 2025, at the direction of the Special Committee, representatives of Vestra engaged with representatives of Stanley Martin in an effort to seek to improve the terms of Stanley Martin’s proposal, including with respect to purchase price.

On November 13, 2025, representatives of Paul, Weiss shared a copy of the Fifth Stanley Martin Proposal with the Controlling Stockholder’s legal counsel.

On November 14, 2025, representatives of Stanley Martin submitted a revised letter of intent (the “Sixth Stanley Martin Proposal”), which was substantially consistent with the terms of the Fifth Stanley Martin Proposal, except for (i) the increase in the proposed purchase price to $94 million and (ii) the inclusion of an additional 15-day extension of the exclusivity period, so that Stanley Martin could maintain exclusivity until the Daiwa House Industry board meeting in February 2026, subject to the prior terms and conditions. Representatives of Stanley Martin communicated to representatives of Vestra that, given it was heading into the end of the year, with all the upcoming holidays, they would not have time to complete diligence and negotiate the transaction in time for the Daiwa House Industry board meeting in January 2026 and would instead need to seek approval for any transaction at the Daiwa House Industry board meeting in February 2026.

Later that day, the Special Committee evaluated the Sixth Stanley Martin Proposal and, following discussions with its advisors, determined that it was in the best interests of the Company and its stockholders to enter into the Sixth Stanley Martin Proposal. Following that discussion, the terms of the Sixth Stanley Martin Proposal were shared with the Controlling Stockholder to ensure that he remained supportive of pursuing the proposed transaction with Stanley Martin. Subsequently, at the direction of the Special Committee, the Sixth Stanley Martin Proposal was executed by the Company and Stanley Martin.

On November 20, 2025, representatives of Vestra received a call from representatives of Party F indicating that they were planning to submit a proposal to the Company.

On November 25, 2025, representatives of Party F submitted a non-binding offer letter (the “Party F Offer Letter”) to acquire all of the outstanding shares of Class A Common Stock of the Company for cash consideration of $30 million and all of the outstanding shares of Class B Common Stock of the Company for $36 million in the form of newly created preferred stock (to be non-voting, with 4% annual return paid quarterly and redemptions of $12 million per year beginning four years after closing of the proposed transaction). The Party F Offer Letter also proposed (i) to assume or repay all of the Company’s existing debt, (ii) to make available up to $35 million in additional funding following the closing of the proposed transaction, (iii) to enter into a three-year consulting agreement and non-compete agreement with the Controlling Stockholder, (iv) that the Company escrow $1 million to cover Party F’s transaction costs, and (v) that the Company agree to a $10 million termination fee. The terms of the Party F Offer Letter suggested that the offer was, among other things, subject to further diligence, exclusivity, satisfaction of certain undefined liabilities, negotiation of definitive documents and Party F obtaining necessary financing, third-party consents, regulatory approvals and approval of the requisite members of Party F.

On November 26, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra to, among other things, evaluate the Party F Offer Letter as compared to the Sixth Stanley Martin Proposal. Following a robust discussion and review by Vestra of the financial terms of the two proposals, the Special Committee determined that the Party F Offer Letter did not constitute, and was not reasonably likely to result in a superior proposal, and that the failure to pursue it would not be reasonably likely to be inconsistent with the directors’ fiduciary duties under applicable law. Key factors in their determination included, among other things, that: (i) the Party F Offer Letter represented an implied equity value of $66 million, which was substantially lower than the $94 million set forth in the Sixth Stanley Martin Proposal, (ii) the proposed differential treatment between the Company’s Class A Common Stock and Class B Common Stock, (iii) the proposed related party transactions with the Controlling Stockholder, and (iv) the high degree of conditionality, limited deal certainty, lower credibility of Party F as a potential buyer and its relative inexperience in undertaking transactions of this type. Accordingly, the Special Committee directed representatives of Paul, Weiss and Vestra to (a) notify representatives of Stanley Martin of the Company’s receipt of the Party F Offer Letter, consistent with its obligations under the Sixth Stanley Martin Proposal, (b) inform representatives of Party F and

Stanley Martin that the Company was not willing to engage with the Party F Offer Letter at that time, and (c) update the Controlling Stockholder on the foregoing. The Special Committee also authorized members of the Company’s management to continue working with representatives of Paul, Weiss and Vestra to negotiate with Stanley Martin to reach a definitive agreement on the basis of the Sixth Stanley Martin Proposal, including by preparing and delivering a draft merger agreement to Stanley Martin.

Later that day, at the direction of the Special Committee, representatives of Paul, Weiss notified representatives of Stanley Martin, that the Company had received an unsolicited non-binding offer letter from a private strategic that would not constitute a superior proposal and the Company was not pursuing it. Representatives of Vestra also informed representatives of Party F that, while its interest was appreciated, the Party F Offer Letter was not of a nature that the Company was going to engage with at that time. The foregoing developments were also communicated by a member of the Special Committee to the Controlling Stockholder.

On December 4, 2025, representatives of Vestra received an unsolicited inbound inquiry from representatives of Party C, noting that Party C was considering potentially re-engaging with the Company regarding a potential transaction. On December 5, 2025, representatives of Vestra communicated to representatives of Party C that the Company was not in a position to engage with Party C at that time.

In early December 2025, members of the Company’s management approached the Controlling Stockholder and his legal counsel to re-engage in discussions, originally started in late 2024 and continuing through summer 2025, regarding certain land transactions involving properties that were included in the asset base underwritten by Stanley Martin in determining its valuation of the Company, as set forth in the Sixth Stanley Martin Proposal (the “PC Property Transactions”).

On December 4, 2025, the Company received a proposal from representatives of the Controlling Stockholder and certain entities affiliated with the Controlling Stockholder (including Land to Lots, LLC, PC Land Development Co., LLC and Pennington Development, LLC, collectively the “PC Entities”) regarding the PC Property Transactions. The proposal consisted of (a) the following land transactions between certain subsidiaries of the Company, on the one hand, and the PC Entities, on the other hand: (i) a proposed amendment to the existing agreement with respect to the Camellia Park property to accelerate the purchase of finished lots and raw land, (ii) a proposed amendment to the existing agreement with respect to the Palomino Oaks property to accelerate the purchase of finished lots and raw land, (iii) a proposed amendment to the existing agreement with respect to the Southbridge property to accelerate the purchase of finished lots and raw land and purchase additional raw land, and (iv) a proposed agreement with respect to the Winter Farms property to purchase raw land for future development and (b) a request that the Company direct the GSH Land Fund, LLC, as the third party land bank working on behalf of the Company, to enter into an agreement with one of the PC Entities for the purchase of common area acreage and road access at Halton Oaks. The proposal also indicated the Controlling Stockholder would be willing to resign from his position as Executive Chairman of the Company in connection with the closing of a potential transaction involving Stanley Martin and forgo a portion of the severance to which he would otherwise be entitled in connection with the termination of his employment upon the closing of such transaction.

On December 8, 2025 and December 9, 2025, members of the Company’s management informed the members of the Special Committee and remaining Additional Non-Management Director, Alan Levine, of the proposal received with respect to the PC Property Transactions. The directors then authorized members of the Company’s management to continue negotiating with representatives of the Controlling Stockholder and the PC Entities regarding the PC Property Transactions.

On December 9, 2025, at the direction of the Special Committee, members of the Company’s management met with legal counsel to the Controlling Stockholder to further discuss the PC Property Transactions.

In addition, on December 9, 2025, representatives of Paul, Weiss delivered an initial draft of the merger agreement to representatives of Stanley Martin and its legal counsel, Maynard Nexsen. A copy of the initial of the draft merger agreement was also shared with the members of the Special Committee. The initial draft of the merger agreement included, among other things, the following key terms: (i) consistent with the Sixth Stanley Martin Proposal, the transaction was structured as a “sign and consent” transaction, with holders of a majority of the voting power of the Company’s outstanding shares of Company Common Stock providing written consent to the transaction within 24 hours of signing the merger agreement (the “Written Consent”), (ii) customary interim operating covenants and representations and warranties for a public company transaction of this size, (iii) customary closing conditions for a

public company transaction, and (iv) a termination fee of $4 million to be paid by the Company if the merger agreement was terminated in certain circumstances and a reverse termination fee of $4 million to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances.

On December 10, 2025, representatives of Stanley Martin delivered formal written notice by email to representatives of Vestra extending the exclusivity period to December 30, 2025 in accordance with the terms of the Sixth Stanley Martin Proposal and confirming that Stanley Martin was actively pursuing the transaction with the Company on the terms set forth in the Sixth Stanley Martin Proposal, including with respect to purchase price. The exclusivity period was subsequently extended a number of times between December 30, 2025 and the signing of the merger agreement, in each case, subject to Stanley Martin confirming that it was actively pursuing the transaction with the Company on the terms set forth in the Sixth Stanley Martin Proposal, including with respect to purchase price.

On December 17, 2025, representatives of Vestra informed the members of the Special Committee that they had received an unsolicited inbound expression of interest from representatives of a potential strategic acquirer (“Party G”), who inquired about executing a non-disclosure agreement with the Company so that they could discuss a potential transaction. Party G was not a credible buyer for the Company, as it was a small regional land developer that was not engaged in the business of homebuilding and was unlikely to have the financial capacity to complete a whole-of-company acquisition of this size. Accordingly, consistent with the Company’s obligations under the Sixth Stanley Martin Proposal, representatives of Vestra responded to representatives of Party G noting that the Company was not in a position to discuss a potential transaction with Party G at that time.

On December 18, 2025 and December 22, 2025, representatives of Paul, Weiss and representatives of Maynard Nexsen and Morris, Nichols, Arsht & Tunnell LLP, Delaware legal counsel to Stanley Martin, had calls to discuss key terms of the draft merger agreement, including certain Delaware law matters.

On December 23, 2025, the Special Committee met with members of the Company’s management, Paul, Weiss and Vestra to discuss, among other things, the status of diligence and documentation with Stanley Martin. Representatives of Vestra and Paul, Weiss noted that diligence was going well and the Company was still waiting to receive Stanley Martin’s comments on the first draft of the merger agreement. Representatives of Vestra and members of the Company’s management then reviewed with the Special Committee management’s revised projections of the Company’s expected financial performance for the years 2025-2029 (the “Revised Projections”), showing both the base case and the upside case scenarios, and discussed the assumptions underlying each of those projections. The Initial Projections had been revised at the direction of the members of the Special Committee in light of the Company’s meaningful underperformance since the preparation of the Initial Projections. After detailed discussion with representatives of Vestra and members of the Company’s management, the Special Committee remained skeptical of the Company’s ability to achieve the upside case scenario set forth in the Revised Projections and determined that the base case scenario more accurately reflected the Company’s prospects.

Later that evening, representatives of Maynard Nexsen delivered a revised draft of the merger agreement to representatives of Paul, Weiss. The revised draft of the merger agreement was promptly shared with the members of the Special Committee and the Company’s management. The revised draft of the merger agreement included, among other things, the following key changes: (i) it required the Written Consent to be executed by a to-be-specified list of stockholders constituting a majority of the voting power of the Company’s outstanding shares of Company Common Stock, (ii) it provided that Stanley Martin would pay a maximum aggregate purchase price of $94 million for all of the Company’s outstanding shares of Company Common Stock, rather than a per share price, (iii) it expanded the scope of the interim operating covenants, including by eliminating certain carveouts thereto, (iv) it significantly increased the scope of the representations and warranties to be provided by the Company, especially with respect to real estate and homebuilding matters, and, in a number of instances, extended the lookback dates and eliminated materiality thresholds and carveouts for public filings, (v) it added and expanded the scope of the closing conditions, including that (a) the Company obtain certain third-party consents prior to closing, (b) shares constituting Dissenting Shares (as defined in the Merger Agreement) not equal or exceed 5% of the total issued and outstanding shares of Company Common Stock, and (c) the bringdown of the capitalization representation be true and correct in all respects, except for any inaccuracies that would not increase the aggregate merger consideration above $94 million, and (vi) it eliminated the reverse termination fee to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances.

On January 7, 2026, representatives of Paul, Weiss sent a revised draft of the merger agreement to representatives of Maynard Nexsen, a copy of which was also shared with the members of the Special Committee. The revised draft of the merger agreement included, among other things, the following key changes: (i) it provided that Stanley Martin

would pay a per share price for each share of the Company Common Stock, rather than an aggregate purchase price, (ii) it refined the scope of the interim operating covenants and carveouts thereto, (iii) it refined the scope of the representations and warranties to include customary materiality thresholds, lookbacks and reliance on public filings, while generally accommodating Stanley Martin’s request for more extensive real estate and homebuilding representations and warranties, (iv) it removed the additional closing conditions with respect to third-party consents and Dissenting Shares and revised the bringdown of the capitalization representation to be subject to a de minimis threshold of $2 million, and (v) it reinstated the $4 million reverse termination fee to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances.

On January 9, 2026, members of the Company’s management and representatives of Paul, Weiss and Bradley had a call with the Controlling Stockholder’s legal counsel to clarify the key terms of the Controlling Stockholder’s proposal with respect to the PC Property Transactions.

On January 13, 2026, representatives of Bradley communicated the Company’s follow up questions regarding the PC Property Transactions to the Controlling Stockholder’s legal counsel.

On January 16, 2026, representatives of Maynard Nexsen delivered a revised draft of the merger agreement to representatives of Paul, Weiss. The revised draft of the merger agreement was promptly shared with the members of the Special Committee and the Company’s management. Pursuant to the revised draft of the merger agreement, Stanley Martin agreed, among other things, to (i) pay a per share price for each share of the Company Common Stock, rather than an aggregate purchase price and (ii) accept the Company’s removal of the additional closing conditions with respect to third-party consents and Dissenting Shares. The revised draft of the merger agreement also included, among other things, the following key changes: (a) it expanded the scope of certain interim operating covenants and limited carveouts thereto, (b) it expanded the scope of certain representations and warranties, including by eliminating certain materiality thresholds, (c) it revised the bringdown of the capitalization representation to be subject to a de minimis threshold of $20,000 (rather than $2 million), and (d) it included a reverse termination fee to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances equal to the amount of the actual, documented out-of-pocket costs incurred by the Company in connection with the negotiation of the merger agreement from the date of the Sixth Stanley Martin Proposal until the date of such termination, capped at $2 million (rather than $4 million).

On January 18, 2026, the Special Committee met with members of the Company’s management, Paul, Weiss, Bradley and Vestra to discuss the revised draft of the merger agreement received from Maynard Nexsen and the Company’s proposed response.

On January 21, 2026, members of the Company’s management led representatives of Stanley Martin and Daiwa House Industry through site visits of certain communities built by the Company.

On January 22, 2026, with the authorization of the members of the Special Committee, the Company provided representatives of Stanley Martin with the Company’s (i) preliminary 2025 results of operations and (ii) management’s revised projections of the Company’s expected financial performance for the years 2026-2030 (the “Further Revised Projections”), subject to ongoing review and approval of the Board and Special Committee.

On January 26, 2026, representatives of Paul, Weiss and Bradley received a revised proposal with respect to the PC Property Transactions from the Controlling Stockholder’s legal counsel, together with supporting materials.

On January 27, 2026, representatives of Paul, Weiss sent a revised draft of the merger agreement to representatives of Maynard Nexsen, a copy of which was also shared with the members of the Special Committee. The revised draft of the merger agreement included, among other things, the following key changes: (i) it further refined the scope of the interim operating covenants and carveouts thereto, (ii) it further refined the scope of the representations and warranties and applicable materiality thresholds, (iii) it revised the bringdown of the capitalization representation to be subject to a de minimis threshold of $275,000 (rather than $20,000), and (iv) it included a reverse termination fee of $4 million to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances.

On January 29, 2026, a member of the Special Committee met with the remaining Additional Non-Management Director, Alan Levine, members of the Company’s management, Paul, Weiss, Bradley and Vestra to discuss the revised proposal with respect to the PC Property Transactions received from the Controlling Stockholder’s legal counsel. Members of the Company’s management briefed the Special Committee on the key terms of the revised proposal with respect to the PC Property Transactions, noting, among other things, that (i) the properties were included in the asset base underwritten by Stanley Martin in their valuation of the Company, (ii) the Company was already in the process of negotiating these transactions prior to entering into discussion with Stanley Martin, (iii) these transactions were

consistent with the Company’s strategy of opening new communities in the submarkets, and (iv) by accelerating the purchase of lots and raw land from the PC Entities, the Company could eliminate future counterparty risk and have greater control over development, which was important because the PC Entities had struggled to comply with their contractual obligations and timely delivery of these properties to date. Following further discussion of the PC Property Transactions, the Special Committee authorized members of management and Vestra to continue negotiating the PC Property Transactions with representatives of the Controlling Stockholder and PC Entities and to keep representatives of Stanley Martin up to date with such negotiations. The Special Committee also made clear that it was important to ensure that none of the PC Property Transactions in any way reduced or impaired the equity value of the Company or the aggregate purchase price to be paid by Stanley Martin to the Company’s stockholders in connection with the potential transaction, which had already been agreed in the Sixth Stanley Martin Proposal.

On January 29, 2026, representatives of Paul, Weiss, Bradley and Vestra shared with the Controlling Stockholder and his legal counsel (i) the latest draft of the merger agreement as sent to Maynard Nexsen on January 27, 2026 and (ii) an estimate of the implied proceeds to be received by the Controlling Stockholder in connection with the proposed transaction.

On January 30, 2026, the Special Committee, remaining Additional Non-Management Director, Alan Levine, members of the Company’s management, Paul, Weiss, Bradley and Vestra met with the Controlling Stockholder, his legal counsel and representatives of the PC Entities. At that meeting, representatives of Paul, Weiss and Vestra provided an update on the status of negotiations with Stanley Martin, the merger agreement and the implied per share price to be received by all stockholders of the Company and the net proceeds to be received by the Controlling Stockholder in connection with the proposed transaction. The members of the Special Committee then asked the Controlling Stockholder if he would be willing to forgo certain financial entitlements in order to increase the per share price to be paid to all stockholders of the Company. The Controlling Stockholder agreed, among other things, to amend his existing employment agreement with the Company to waive his existing severance and change of control entitlements (including a $6 million cash severance payment), in exchange for a one-time cash payment of $675,000 (which would remain subject to the execution of a release in favor of the Company) and adjustments to the scope of his existing restrictive covenants, provided, that the aggregate merger consideration to be received by all stockholders was increased by $5,325,000 (the “Proposed Employment Agreement Amendments”). Following that discussion, the members of the Special Committee and the Company’s management discussed key terms and economics of the PC Property Transactions with the Controlling Stockholder and representatives of the PC Entities. As part of that discussion, the members of the Special Committee reiterated that it was important to ensure that the PC Property Transactions did not take value away from the Company’s stockholders or reduce the purchase price Stanley Martin was willing to pay for the Company in connection with the potential transaction. The Special Committee then authorized members of the Company’s management to work with (i) representatives of Paul, Weiss to finalize and document the Proposed Employment Agreement Amendments and (ii) representatives of Bradley and the Company’s local real estate counsel, Blair Cato Pickren Casterline LLC (“BCPC”), to finalize and document the PC Property Transactions.

On February 4, 2026, the Special Committee met with representatives of Paul, Weiss and Vestra. At that meeting, representatives of Paul, Weiss and Vestra briefed the Special Committee on the status of negotiations with (i) the Controlling Stockholder regarding the Proposed Employment Agreement Amendments and PC Property Transactions and (ii) Stanley Martin regarding the merger agreement and ancillary documents. Following discussion of those items, the Special Committee turned to discuss the fact that the Company’s stock price had been rising and was then trading at price substantially higher than the per share price to be received by stockholders pursuant to the draft merger agreement. As part of that discussion, the Special Committee considered a variety of factors, including (i) that the trading price may be artificially inflated due to potential chatter in the market that a transaction may be pending, (ii) that the trading price is not necessarily reflective of the fundamental value of the Company, and that the recent trading activity may not reflect any change in the market’s assessment of the Company, given the Company’s small public float and relative illiquidity of its Class A Common Stock, (iii) the lack of interest in the market for pursuing a transaction involving the Company, as demonstrated by the breadth and duration of the strategic review process, (iv) the general underperformance of, and challenging outlook, facing the homebuilding industry generally and the Company in particular, (v) the Company’s long term retention issues for high quality executives and directors, and (vi) the lack of other identifiable news catalyst for such trading volumes or trading price increase.

On February 6, 2026, representatives of Maynard Nexsen delivered a revised draft of the merger agreement to representatives of Paul, Weiss. The revised draft of the merger agreement was promptly shared with the members of the Special Committee and the Company’s management. Pursuant to the revised draft of the merger agreement,

Stanley Martin accepted the Company’s position with respect to (i) the bringdown of the capitalization representation to be subject to a de minimis threshold of $275,000 and (ii) the reverse termination fee of $4 million to be paid by Stanley Martin if the merger agreement was terminated in certain circumstances. Remaining open items included the scope of the interim operating covenants, representations and warranties, and applicable materiality thresholds.

Between February 6, 2026 and February 22, 2026, representatives of Paul, Weiss and Maynard Nexsen exchanged drafts and engaged in communications to finalize the terms of the draft merger agreement and ancillary documents. Revised drafts of the merger agreement and ancillary documents were promptly shared and discussed with the members of the Special Committee, the Company’s management and representatives of Vestra and Bradley, where appropriate.

On February 7, 2026, representatives of Paul, Weiss sent representatives of Maynard Nexsen an initial draft of the employment agreement amendment and waiver to be entered into by and between the Company and the Controlling Stockholder (the “Draft Employment Agreement Amendment and Waiver”). The Draft Employment Agreement Amendment and Waiver proposed to amend and waive certain provisions of the existing employment agreement, dated October 1, 2024, by and between the Company and the Controlling Stockholder, with effect as of, and contingent upon the occurrence of, the consummation of the merger with Stanley Martin. In particular, it proposed, among other things, to waive the Controlling Stockholder’s existing severance and change of control entitlements (including the $6 million cash severance payment payable in connection with a change in control and 60 months’ full healthcare coverage), in exchange for a one-time cash payment of $675,000 (subject to execution of a release) and COBRA payments for 18 months on the same basis provided to other executives of the Company. The Draft Employment Agreement Amendment and Waiver also proposed to amend the scope of certain restrictive covenants applicable to the Controlling Stockholder and his affiliates. Representatives of Paul, Weiss communicated to representatives of Maynard Nexsen that the terms of the Draft Employment Agreement and Waiver were contingent upon Stanley Martin agreeing to increase the aggregate merger consideration to be received by all stockholders in connection with the proposed transaction by $5,325,000 (the net amount of the cash severance payment that the Controlling Stockholder was waiving).

On February 11, 2026, representatives of Maynard Nexsen sent representatives of Paul, Weiss a revised draft of the Draft Employment Agreement Amendment and Waiver, a copy of which was promptly shared with members of the Company’s management. The revised draft of the Draft Employment Agreement Amendment and Waiver included proposed adjustments to the scope of certain restrictive covenants applicable to the Controlling Stockholder and his affiliates, as well as other drafting changes. In connection therewith, Stanley Martin also agreed to increase the aggregate merger consideration to be received by all stockholders in connection with the proposed transaction by $5,325,000 (the net amount of the cash severance payment that the Controlling Stockholder was giving up under the Draft Employment Agreement Amendment and Waiver) to a total of approximately $99,325,000.

On February 13, 2026, the Special Committee, members of the Company’s management, Paul, Weiss, Bradley and Vestra met with the Controlling Stockholder, his legal counsel and representatives of the PC Entities to preview the key terms of the Draft Employment Agreement Amendment and Waiver and further discuss the PC Property Transactions.

Between February 13, 2026 and February 22, 2026, representatives of Paul, Weiss, Bradley, Maynard Nexsen and Bass exchanged drafts and engaged in communications, including with members of the Company’s management, Stanley Martin and the Controlling Stockholder, to finalize the terms of the Draft Employment Agreement Amendment and Waiver.

On February 15, 2026 and February 17, 2026, representatives of Paul, Weiss sent representatives of Maynard Nexsen and representatives of Bass, respectively, an initial draft of the form of agreement to be used for the PC Property Transactions, as prepared by the Company’s local real estate counsel, BCPC. Between February 17, 2026 and February 22, 2026, representatives of the Company, Stanley Martin, the PC Entities and their respective advisors exchanged drafts and engaged in communications to negotiate and finalize the terms and documentation of the PC Property Transactions (collectively, the “PC Property Agreements”).

On February 16, 2026 and February 17, 2026, the members of the Special Committee reviewed management’s revised projections of the Company’s (i) actual financial performance for the year 2025 and (ii) expected financial performance for the years 2026-2030 (the “Final Projections”) and approved those projections for use and reliance on by Vestra in connection with its financial analysis and opinion.

On February 18, 2026, the Company held a joint meeting of the Board and Special Committee, at which members of the Company’s management and representatives of Paul, Weiss, Bradley and Vestra were present. At that meeting, representatives of Paul, Weiss provided an overview of fiduciary duties attendant to the strategic review process,

including in the context of evaluating the potential transaction. Representatives of Paul, Weiss then reviewed with the directors the terms of the then-current drafts of the merger agreement, Written Consent and company disclosure letter, copies of which were circulated to all of the directors in advance of the meeting. Representatives of Vestra then reviewed with the directors a customary relationship disclosure memo, a copy of which was circulated to all of the directors in advance of the meeting. The directors then discussed the relationship disclosure memo and did not identify any matters that would affect the ability of Vestra to fulfill its responsibilities as financial advisor to the Special Committee. Representatives of Vestra then presented a preliminary financial analysis of the $1.18 per share cash consideration to be paid by Stanley Martin to the Company’s stockholders pursuant to the terms of the merger agreement. Thereafter, the directors discussed various factors related to the decision of whether to enter into the proposed transaction, including those more fully described in the section of this information statement captioned “The Merger - Recommendation of the Special Committee and the Board; Reasons for the Merger.” Following that discussion, the Board meeting was adjourned for the members of the Special Committee to meet with its advisors in executive session, during which they further discussed various factors related to the decision of whether to recommend to the Board that the Company enter into the proposed transaction, including those more fully described in the section of this information statement captioned “The Merger - Recommendation of the Special Committee and the Board; Reasons for the Merger.”

Following that discussion representatives of Paul, Weiss conducted interviews with each of the members of the Special Committee to again confirm their status as independent and “disinterested directors” (as defined in Section 144(e)(4) of the DGCL) for the purposes of the proposed transaction.

Between February 18, 2026 and February 22, 2026, representatives of the Company, Stanley Martin, the Controlling Stockholder and PC Entities and their respective legal counsel and other advisors, continued to exchange drafts and finalize the forms of the merger agreement, Written Consent, Draft Employment Agreement Amendment and Waiver, and PC Property Agreements.

On February 22, 2026, the Company held a joint meeting of the Board, the Special Committee, the Related Party Transactions Committee and the Compensation Committee at which members of the Company’s management and representatives of Paul, Weiss, Bradley and Vestra were present. At that meeting, the Board reviewed and determined, as of the date thereof, that each member of the Special Committee (i) satisfied the applicable criteria for determining director independence from the Company and the Controlling Stockholder under the listing standard of the Nasdaq Stock Market (treating the Controlling Stockholder as if he were the corporation for purposes of applying such criteria to independence from him), (ii) was a “disinterested director” (as defined in Section 144(e)(4) of the DGCL), and (iii) continued to not be a member of the Company’s management, and not have an interest in the proposed transaction that was different from, or in addition to, the interests of the Company’s stockholders generally. Representatives of Paul, Weiss then reviewed with the directors the final forms of the merger agreement, Written Consent, company disclosure letter, and employment agreement amendment and waiver, copies of which were circulated to all of the directors in advance of the meeting. Members of the Company’s management then reviewed with the directors the final forms of the PC Property Agreements, copies of which were circulated to all of the directors in advance of the meeting. The members of the Special Committee then asked the Controlling Stockholder once more if he would forgo his Earn Out Shares and the Controlling Stockholder declined. Representatives of Vestra then presented to the Special Committee its financial analysis and, at the Special Committee’s request, delivered its oral opinion to the Special Committee, subsequently confirmed by delivery of a written opinion dated February 22, 2026 that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra as set forth in its written opinion, the Merger Consideration was fair, from a financial point of view, to the holders of Class A Common Stock, as more fully described in the section of this information statement captioned “The Merger - Opinion of Vestra Advisors LLC” beginning on page 47. The Board then temporarily adjourned in order for the Compensation Committee of the Board to convene.

The Compensation Committee discussed the terms of the employment agreement amendment and waiver between the Company and the Controlling Stockholder. In particular, the Compensation Committee noted that the Controlling Stockholder had agreed to forgo his existing severance and change of control entitlements (including the $6 million cash severance payment payable in connection with a change in control and 60 months’ full healthcare coverage), in exchange for a one-time cash payment of $675,000 (subject to execution of a release), COBRA payments for 18 months on the same basis provided to other executives of the Company and amendments to the scope of his existing restrictive covenants. The Compensation Committee acknowledged that this resulted in an increase in the aggregate merger consideration to be received by all stockholders in connection with the proposed transaction by $5,325,000. Following

that discussion, the Compensation Committee determined and recommended to the Board that it was advisable and in the best interests of the Company and its stockholders to enter into and approve the employment agreement amendment and waiver. The Compensation Committee then adjourned in order for the Related Party Transactions Committee of the Board to convene.

The Related Party Transactions Committee discussed the proposed transaction with Stanley Martin, including the merger agreement, Written Consent, and company disclosure letter, as well as the transactions with the Controlling Stockholder and PC Entities, including the employment agreement amendment and waiver and PC Property Agreements. As part of that discussion, the Related Party Transactions Committee focused on the PC Property Agreements and noted, among other things, that: (i) the properties subject to the PC Property Agreements were included in the asset base underwritten by Stanley Martin in their valuation of the Company, (ii) Stanley Martin was aware of, and approved the PC Property Agreements, (iii) the final terms of the PC Property Agreements did not reduce or impair the equity value of the Company or the aggregate purchase price to be paid by Stanley Martin to the Company’s stockholders in connection with the proposed transaction, (iv) with respect to those PC Property Transactions that were subject to existing contracts, the final terms of the new PC Property Agreements reflected an overall reduction in the applicable contract prices, (v) by accelerating the purchase of lots and raw land from the PC Entities the Company had greater control over the development of these properties, (vi) the transactions were consistent with the Company’s strategy of opening new communities in the submarkets, (vii) members of the Company’s management had communicated their view that the PC Property Agreements were fair to and in the best interests of the Company and therefore proposed to move forward with the transactions contemplated thereby, even if the proposed transaction with Stanley Martin does not close, and (viii) members of the Company’s management worked with the Company’s local real estate counsel, BCPC, as facilitated by representatives of Bradley, to negotiate and document the PC Property Agreements. Following that discussion, the Related Party Transactions Committee acknowledged that (a) decisions of the Related Party Transactions Committee required approval of the majority of its members, (b) the Special Committee was comprised of a majority of the members of the Related Party Transactions Committee, and (c) the Special Committee had been established to conduct a strategic review process and review the proposed transactions. Accordingly, the Related Party Transactions Committee determined, without implying that its approval was in fact required, to delegate its power and authority to the members of the Special Committee (in their capacity as a sub-committee of the Related Party Transactions Committee) and deem any actions of the Special Committee to be actions of the Related Party Transactions Committee with respect to such matters. The Related Party Transactions Committee then adjourned in order for the Special Committee of the Board to convene.

The Special Committee discussed the proposed transaction with Stanley Martin, including the merger agreement, Written Consent, and company disclosure letter, as well as the transactions with the Controlling Stockholder and PC Entities, including the employment agreement amendment and waiver and PC Property Agreements. During that discussion, the Special Committee considered a variety of factors related to the decision of whether to recommend to the Board that the Company enter into the proposed transaction, including those described in the section of this information statement captioned “The Merger - Recommendation of the Special Committee and the Board; Reasons for the Merger.” Following that discussion, the Special Committee duly and unanimously adopted resolutions that (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders and (b) recommended to the Board that the Board (i) determines that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopts and approves the merger agreement and the transactions contemplated thereby, including the merger, and declares that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (iii) directs that the merger agreement be submitted to the stockholders of the Company for its adoption, and (iv) recommends that the stockholders of the Company adopt the merger agreement and approve the merger in accordance with the DGCL. In addition, the Special Committee also determined and recommended to the Board that it was advisable and in the best interests of the Company and its stockholders to enter into and approve the employment agreement amendment and waiver and the PC Property Agreements. The Special Committee then adjourned in order for the Board to reconvene.

The Board then, after considering the factors more fully described in the section of this information statement captioned “The Merger - Recommendation of the Special Committee and the Board; Reasons for the Merger,” unanimously (a) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (b) adopted and approved the merger agreement and the transactions contemplated thereby, including the merger, and declared that the

merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (c) directed that the merger agreement be submitted to the stockholders of the Company for its adoption, and (d) recommended that the stockholders of the Company adopt the merger agreement and approve the Merger in accordance with the DGCL. In addition, the Board determined it was advisable and in the best interests of the Company and its stockholders to enter into and approve the employment agreement amendment and waiver and the PC Property Agreements.

Shortly after the meeting, the Merger Agreement, the Written Consent, the employment agreement amendment and waiver and the PC Property Agreements were executed by the applicable parties.

The following morning, on February 23, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement.

On February 22, 2026, the Special Committee, acting with the advice and assistance of Vestra, its financial advisor, and independent legal counsel, reviewed and discussed the proposed terms and conditions of the Merger Agreement and the Transactions contemplated thereby, including the Merger and the Merger Consideration to be paid to the Company’s stockholders in connection therewith, and, after careful consideration, including based on the factors described below (which factors are not necessarily exhaustive or listed in any relative order of importance), at a duly convened and held meeting at which all members of the Special Committee were present, unanimously (a) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders, and (b) resolved to recommend to the Board (the “Special Committee Recommendation”) that the Board (i) determines that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (ii) adopts and approves the Merger Agreement and the Transactions, including the Merger, and declares that the Merger Agreement and the Transactions, including the Merger are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (iii) directs that the Merger Agreement be submitted to the Company’s stockholders for its adoption and (iv) recommends that the stockholders of the Company adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

In evaluating the Merger Agreement and the Transactions contemplated thereby, including the Merger, the Special Committee consulted with its financial and legal advisors, as well as members of the Company’s management. In reaching its determination that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders and making the Special Committee Recommendation, the Special Committee carefully reviewed, considered and analyzed a number of factors, including those set forth below. 

The Special Committee believed that a number of factors supported its determination and recommendation, including, without limitation, the following material factors (which factors are not necessarily exhaustive or listed in any relative order of importance):

The Special Committee also considered a number of factors relating to procedural safeguards that it believes were and are present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Company’s stockholders. The Special Committee believes such factors, including, without limitation, the following material factors (which factors are not necessarily exhaustive or listed in any relative order of importance), support its determinations and recommendations and provide assurance of the procedural fairness of the Merger:

Over the course of its deliberations, the Special Committee also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including, without limitation, the following factors (which factors are not necessarily exhaustive or listed in any relative order of importance):

After weighing these negative factors and giving them due consideration, the Special Committee concluded that none of these factors, alone or in the aggregate, was significant enough to outweigh the factors and analyses that it considered to support its beliefs that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders.

On February 22, 2026, the Board, at a duly convened and held meeting at which all directors were present, reviewed and discussed the proposed terms and conditions of the Merger Agreement and the Transactions contemplated thereby, including the Merger and the Merger Consideration to be paid to the Company’s stockholders in connection therewith, and, after careful consideration, including based on the factors described below (which factors are not necessarily exhaustive or listed in any relative order of importance) and the Special Committee Recommendation, unanimously (a) determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (b) adopted and approved the Merger Agreement and the Transactions, including the Merger, and declared that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to and in the best interests of the Company and the Company’s stockholders, (c) directed that the Merger Agreement be submitted to the stockholders of the Company for its adoption and (d) recommended that the stockholders of the Company adopt the Merger Agreement and approve the Merger in accordance with the DGCL.

In evaluating the terms of the Merger Agreement and the Transactions contemplated thereby, including the Merger and the Merger Consideration to be paid to the Company’s stockholders in connection therewith, and in reaching its determinations and recommendations, the Board expressly adopted the Special Committee’s analyses, conclusions and determinations, as described above. Without limiting the foregoing, the Board also considered a variety of factors, including the following material factors (which are not necessarily exhaustive or listed in any relative order of importance):

After taking into account all of the factors set forth above, as well as others, the Board, acting on the unanimous Special Committee Recommendation, agreed that the potentially positive factors outweighed the potentially countervailing factors and determined that the Merger Agreement and the Transactions, including the Merger, are advisable, fair to, and in the best interests of, the Company and the Company’s stockholders and should be pursued at this time.

The foregoing discussion of material factors considered by the Special Committee and the Board in reaching their determinations and recommendations includes the principal factors considered; however, the foregoing discussion is not intended to be exhaustive and may not include all of the factors considered. In light of the variety of factors considered in connection with the evaluation of the Transactions, including the Merger, neither the Special Committee nor the Board found it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching their respective determinations and recommendations. Rather, the Special Committee and the Board based their decisions on the totality of the factors and information considered, including discussions and consultation with members of the Company’s management and independent financial and legal advisors. Moreover, each member of the Special Committee and the Board applied his or her own personal business judgment to the process and may have given different weight to different factors.

This explanation of the Special Committee and the Board’s reasons for their recommendations and other information presented in this section includes statements that are forward-looking in nature and, therefore, should be read in light of the factors described in the section of this information statement entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Under the DGCL and the Company’s certificate of incorporation, the adoption of the Merger Agreement by our stockholders required the affirmative vote or written consent of stockholders of the Company holding in the aggregate at least a majority of the outstanding shares of Company Common Stock entitled to vote thereon. As of February 22, 2026, the record date for determining the stockholders of the Company entitled to vote on the adoption of the Merger Agreement, there were 21,853,341 shares of Class A Common Stock and 36,973,876 shares of Class B Common Stock outstanding. Holders of Class A Common Stock are entitled to one vote for each share held of record and holders of Class B Common Stock are entitled to two votes for each share held of record, in each case on all matters on which stockholders are entitled to vote generally, including adoption of the Merger Agreement.

On February 22, 2026, immediately following the execution of the Merger Agreement, the Majority Stockholders, which as of February 22, 2026, beneficially owned approximately 80% of the combined voting power of the issued and outstanding shares of Company Common Stock, executed and delivered the Written Consent. No further action by any other stockholder of the Company is required under applicable law or the Merger Agreement (or otherwise) in connection with the adoption of the Merger Agreement or the approval of the Transactions, including the Merger. As a result, the Company will not be soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the Transactions, including the Merger, and will not call a stockholders’ meeting for purposes of voting on the adoption of the Merger Agreement and the approval of the Transactions, including the Merger. No action by the stockholders of Parent is required to complete the Merger and all requisite corporate action by and on behalf of Merger Sub required to complete the Merger has been taken.

When actions are taken by the written consent of less than all of the stockholders entitled to vote on a matter, Delaware law requires notice of the action be given to those stockholders who did not consent in writing to the action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of holders to take the action were delivered to the corporation in accordance with Section 228 of the DGCL. This information statement and the notice attached hereto constitute notice to you from the Company of the Written Consent as required by Delaware law.

The Company retained Vestra as its financial advisor in connection with a possible transaction involving the Company, Parent and Merger Sub. In connection with Vestra’s engagement, the Special Committee requested that Vestra evaluate the fairness, from a financial point of view, to the holders of Class A Common Stock of the Merger Consideration to be received by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. On February 22, 2026, at a meeting of the Special Committee held to evaluate the proposed Merger, Vestra rendered to the Special Committee an oral opinion, subsequently confirmed by delivery of a written opinion dated February 22, 2026, to the effect that, as of the date of Vestra’s written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra as set forth in its written opinion, the Merger Consideration to be received by holders of Class A Common Stock was fair, from a financial point of view, to such holders.

The full text of Vestra’s written opinion, dated February 22, 2026, to the Special Committee which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Vestra in rendering its opinion, is attached to this information statement as Annex C and is incorporated herein by reference in its entirety. The summary of Vestra’s opinion set forth below is qualified in its entirety by reference to the full text of Vestra’s opinion. Vestra’s opinion was rendered to the Special Committee (in its capacity as such) in connection with its evaluation of the proposed Merger and was limited to the fairness, from a financial point of view, as of the date of Vestra’s written opinion, to holders of shares of Class A Common Stock of the Merger Consideration to be received by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. Vestra’s opinion did not address any other terms, aspects or implications of the proposed Merger. Vestra’s opinion did not address the underlying business decision of the Company to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might have existed for the Company or the effect of any other transaction in which the Company might have engaged or considered. Vestra’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any other matters relating to the proposed Merger or otherwise.

In arriving at its opinion, Vestra:

The issuance of Vestra’s opinion was authorized by Vestra’s fairness opinion committee.

In rendering its opinion, Vestra assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Vestra and upon the assurances of the management of the Company that they were not aware of any relevant information that was omitted or that remained undisclosed to Vestra. With respect to the Final Projections and the Management Information relating to the Company that Vestra was directed to utilize for purposes of its analysis, Vestra was advised by management of the Company, and assumed, with the Special Committee’s consent, that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company. Vestra expressed no view or opinion as to any Final Projections and the Management Information (or underlying assumptions on which any such Final Projections and the Management Information are based) provided to or otherwise reviewed by or discussed with Vestra.

Vestra did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of the Company or any other entity or business and Vestra did not make any physical inspection of the properties or assets of the Company or any other entity. Vestra did not evaluate the solvency or fair value of the Company or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Vestra assumed, with the Special Committee’s consent, that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement and in compliance with all applicable laws, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers and

agreements for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the consummation of the Merger or that otherwise would be meaningful in any respect to Vestra’s analyses or opinion. Representatives of the Company advised Vestra, and Vestra further assumed, that the final terms of the Merger Agreement would not vary materially from those set forth in the draft reviewed by Vestra. Vestra did not express any view or opinion as to the prices at which Class A Common Stock or any other securities would trade or otherwise be transferable at any time, including following the announcement of the Merger. Vestra did not express any view or opinion with respect to accounting, tax, regulatory or legal matters, including, without limitation, tax consequences resulting from the Merger or otherwise or changes in, or the impact of, tax or other laws, regulations and governmental and legislative policies on the Company or the Merger, and Vestra relied, with the Special Committee’s consent, upon the assessments of representatives of the Company as to such matters.

Vestra’s opinion addresses only the fairness, from a financial point of view and as of the date of its written opinion, of the Merger Consideration (to the extent expressly specified therein) to the holders of Class A Common Stock, without regard to individual circumstances of holders of Class A Common Stock that may distinguish such holders or the securities of the Company held by such holders. Vestra’s opinion did not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, or any other agreement, arrangement or understanding to be entered into in connection with or contemplated by the Merger or otherwise, or the fairness of the Merger to, or any consideration received in connection therewith, by the holders of any other class of securities, creditors or other constituencies of United Homes. Vestra expressed no view as to, and its opinion did not address, the allocation of the aggregate consideration payable pursuant to the Merger Agreement, including between holders of Class A Common Stock and holders of Class B Common Stock pursuant to the Merger Agreement. In rendering its opinion, Vestra did not take into account individual circumstances of holders of Company Common Stock that may distinguish such holders or the securities of the Company held by such holders, including any differential voting or other rights. Vestra also expressed no view as to, and its opinion did not address, the underlying business decision of the Company to effect or enter into the Merger, the relative merits of the Merger as compared to any alternative business strategies that might have existed for the Company or the effect of any other transaction in which the Company might have engaged or considered. Vestra also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. Vestra’s opinion was necessarily based upon information made available to Vestra, and financial, economic, market and other conditions as they existed and could be evaluated as of the date of Vestra’s written opinion. Although subsequent developments may affect Vestra’s opinion, Vestra has no obligation to update, revise or reaffirm its opinion.

In preparing its opinion, Vestra performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Vestra arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

In its analyses, Vestra considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its written opinion, many of which are beyond the control of the Company. No company or business reviewed is identical or directly comparable to the Company or the Merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies or businesses reviewed or the results of any particular analysis.

The estimates used by Vestra for purposes of its analyses and the valuation ranges resulting from any particular analysis were not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Vestra’s analyses are inherently subject to substantial uncertainty.

Vestra was not requested to, and it did not, recommend or determine the specific consideration payable in the proposed Merger. The type and amount of consideration payable in the proposed Merger was determined through

negotiations between the Company, on the one hand, and Parent and its affiliates, on the other hand, and the Company’s decision to enter into the Merger Agreement was solely that of the Special Committee. Vestra’s opinion was only one of many factors considered by the Special Committee in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Special Committee or the management of the Company with respect to the proposed Merger, the Merger Consideration or any other aspect of the transaction contemplated by the Merger Agreement.

The following summary of Vestra’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Vestra’s financial analyses. Considering the tables below without considering the full narrative description of Vestra’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Vestra reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the homebuilding industry with an equity value of less than $3 billion and a net debt to book capitalization ratio of greater than 25% (the “selected companies”):

For each of the selected companies, Vestra calculated the closing price of its shares as of February 20, 2026, as a multiple of such company’s (i) 2025 estimated tangible book value (referred to in this section as “Price/2025E Book Value”) and (ii) 2026 projected adjusted net income (referred to in this section as “Price/2026P EPS”). Estimated financial data of the selected companies were based on publicly available research analysts’ estimates and projected financial data of the selected companies were based on the Final Projections and Management Information.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Vestra applied (i) a Price/2025E Book Value reference range of 0.6x to 1.7x to the Company’s 2025 estimated adjusted tangible book value based on the Management Information and (ii) a Price/2026P EPS reference range of 12.1x to 22.9x to the Company’s 2026 projected net income based on the Final Projections. Based on the (a) estimated net debt as of December 31, 2025 (excluding the effect of goodwill, intangible assets and derivative instruments) and (b) number of fully diluted shares of Company Common Stock, in each case as provided in the Management Information, this analysis indicated the following ranges of implied equity value per share of Class A Common Stock, rounded to the nearest $0.05, compared to the Merger Consideration of $1.18 per share of Class A Common Stock:

Although none of the selected companies is directly comparable to the Company, Vestra selected these companies because they are publicly traded homebuilding companies that Vestra, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Vestra made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis is not in itself a meaningful method of using the data of the selected companies.

Vestra performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate from January 1, 2026 through December 31, 2030, calculated by taking net operating profit after tax, adding depreciation and amortization, subtracting capital expenditures and joint venture investments and adjusting for changes in inventory (excluding capitalized interest) and other net working capital, based on the Management Information and Final Projections. Vestra calculated terminal values for the Company by applying terminal inventory multiples of 0.8x to 1.3x, which range was selected based on Vestra’s professional judgment and experience, to the Company’s estimated inventory (excluding capitalized interest) as of December 31, 2030 based on the Final Projections. The unlevered cash flows and range of terminal inventory values were then discounted to present value as of December 31, 2025 using discount rates ranging from 12.7% to 13.8%, which were based on an estimate of the Company’s weighted average cost of capital, using the mid-period cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of December 31, 2025, and the number of fully diluted shares of Company Common Stock, in each case as provided in the Management Information, this analysis indicated a range of implied equity values per share of Class A Common Stock, rounded to the nearest $0.05, of $0.95 to $2.30, compared to the Merger Consideration of $1.18 per share of Class A Common Stock.

The foregoing summary of Vestra’s financial analyses does not purport to be a complete description of the analyses or data presented by Vestra to the Special Committee. In connection with the review of the Merger by the Special Committee, Vestra performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Vestra’s opinion. In arriving at its fairness determination, Vestra considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Vestra made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Vestra may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Vestra with respect to the actual value of the shares of Class A Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Vestra prepared these analyses for the purpose of providing an opinion to the Special Committee as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of Class A Common Stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Vestra’s analyses are inherently subject to substantial uncertainty, and Vestra assumes no responsibility if future results are materially different from those forecasted in such estimates.

Vestra’s advisory services and its opinion were provided for the information of the Special Committee (in its capacity as such) and was relied upon by the Company Board (in its capacity as such) in connection with its evaluation of the proposed Merger. Vestra’s opinion was not intended to be and did not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger. The issuance of Vestra’s opinion was approved by an Opinion Committee of Vestra.

Vestra did not recommend any specific amount of consideration to the Special Committee or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Class A Common Stock.

Pursuant to the terms of Vestra’s engagement letter with the Company, the Company has agreed to pay Vestra a fee for its services in the amount of approximately $3.5 million, of which $250,000 was payable prior to delivery of Vestra’s opinion, $1 million was payable upon delivery of Vestra’s opinion, and the remaining balance of which will be payable contingent upon the consummation of the Merger. The Company has also agreed to reimburse Vestra for its expenses and to indemnify Vestra against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Vestra and its affiliates were not engaged to provide financial advisory or other services to the Company and its subsidiaries and Vestra did not receive any fees or compensation from the Company and its subsidiaries during such period. In addition, during the two-year period prior to the date of its opinion, Vestra and its affiliates were not engaged to provide financial advisory or other services to Parent and its subsidiaries, Stanley Martin Holdings, LLC (“Stanley Martin Holdings”), Daiwa House USA Holdings Inc. (“Daiwa House USA”), Daiwa House Industry Co., Ltd. (including its controlled subsidiaries) (“Daiwa House Industry”) or Michael Nieri and Vestra did not receive any compensation from Parent and its subsidiaries, Stanley Martin Holdings, Daiwa House USA, Daiwa House Industry or Michael Nieri during such period. Vestra may provide financial advisory or other services to the Company or Parent and their respective affiliates in the future, and in connection with any such services Vestra may receive compensation.

Vestra and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, placement agent and related activities. In connection with these businesses or otherwise, Vestra and its affiliates may, in the ordinary course of Vestra’s business, actively trade or hold the securities of the Company, Parent, and their respective affiliates for Vestra’s own account or for the accounts of Vestra’s customers and, accordingly, may at any time hold a long or short position in such securities, subject to applicable securities laws.

The Company engaged Vestra to act as a financial advisor based on Vestra’s qualifications, experience and reputation. Vestra is a recognized investment banking firm in the homebuilding, building products and building materials sectors, with prior experience in providing fairness opinions to public companies in connection with mergers and acquisitions.

The Company does not as a matter of course make public long-term projections as to future performance, earnings or other results due to the inherent unpredictability of projections and their underlying assumptions and estimates. However, the Company’s management regularly prepares and updates, and the Board regularly evaluates, projections as to the Company’s future performance as part of its business and strategic planning processes.

In connection with the Company’s consideration of various possible strategic alternatives, the Company’s management prepared certain unaudited forward-looking financial information for the Company for the years 2025 through 2029 (the “Initial Projections”) and updated and revised such information for the years 2025 through 2030 (the “Final Projections”) as described in the section entitled “Background of the Merger,” beginning on page 18 of this information statement. In addition, during the time between the preparation of the Initial Projections and the Final Projections, the Company's management continued to update and refine the projected financial information as a result of the Company's operational performance and financial condition. The Initial Projections and the Final Projections were provided by the Company’s management to the Special Committee and to the Board in connection with their evaluation of the Merger. The Initial Projections were also provided by the Company’s management to Vestra, Parent, and other potential counterparties that executed a confidentiality agreement in connection with their due diligence review of a potential strategic transaction. The Final Projections were provided to Parent and were approved by the Special Committee for use and reliance on by Vestra for purposes of its financial analysis opinion, as described in the section entitled “Opinion of Vestra,” beginning on page 47 of this information statement.

The Initial Projections and the Final Projections were not prepared with a view towards public disclosure and are included in this information statement solely because the Initial Projections and the Final Projections (i) were made available to, and reviewed by, the Board and the Special Committee in connection with their respective review and consideration of the potential transaction with Parent and the Company’s strategic alternatives, (ii) were made available to Parent in connection with its customary due diligence review, and (iii) with respect to the Final Projections, were

provided by the Company’s management to, and approved by the Special Committee for use by, Vestra for purposes of its financial analysis opinion. The Initial Projections and the Final Projections may differ from published analyst estimates and forecasts.

Since the Initial Projections and the Final Projections were not prepared with a view towards public disclosure, the Initial Projections and the Final Projections do not necessarily comply with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles (“GAAP”) (and, accordingly, do not include footnote disclosures as may be required by GAAP). The prospective financial information included in this document has been prepared by, and is the responsibility of, the Company’s management. Forvis Mazars, LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Forvis Mazars, LLP does not express an opinion or any other form of assurance with respect thereto. The Forvis Mazars, LLP report incorporated by reference relates to the Company’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

The Initial Projections and the Final Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain, many of which are beyond the control of the Company’s management. Because the Initial Projections and the Final Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the Initial Projections and the Final Projections were based necessarily involve business judgments with respect to, among other things, future economic, competitive and financial market conditions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control, including general economic, competitive and financial market conditions and the risks discussed in this information statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 of this information statement and the risk factors described in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov. The Initial Projections and the Final Projections also reflect the assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for the Company’s business, competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Initial Projections and the Final Projections were prepared. In addition, the Initial Projections and the Final Projections might be affected by the Company’s ability to achieve proposed initiatives, objectives and targets over the applicable periods.

The Initial Projections and the Final Projections treat the Company on a stand-alone basis and without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

There can be no assurance that the Initial Projections or the Final Projections will be realized, and actual results may vary materially from those shown. The inclusion of the Initial Projections and the Final Projections in this information statement should not be regarded as an indication that the Company or any of its affiliates, advisors, officers, directors or representatives considered or consider the Initial Projections or the Final Projections to be predictive of actual future events or events that have occurred since the date of such forecasts, and the Initial Projections and the Final Projections should not be relied upon as such. The Company has not updated the Initial Projections and the Final Projections to reflect the management’s current views of the Company or the Company’s future financial performance, and neither the Initial Projections nor the Final Projections should be treated as guidance with respect to the projected results for any period. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives can give any assurance that actual results will not differ materially from the Initial Projections and the Final Projections, and none of them undertakes any obligation to update or otherwise revise or reconcile the Initial Projections and the Final Projections to reflect circumstances existing after the date the Initial Projections and the Final Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Initial Projections and the Final Projections are shown to be in error. The Company does not intend to make publicly available any update or other revision to the Initial Projections and the Final Projections, except

as otherwise required by law, and neither the Company, Parent nor, after the consummation of the Merger, the Surviving Corporation, undertakes any obligation or otherwise to revise the Initial Projections and the Final Projections after the date hereof, except to the extent required by law. The Company has made no representation to Parent or its respective affiliates, in the Merger Agreement or otherwise, concerning the Initial Projections and the Final Projections. The Initial Projections and the Final Projections constitute forward-looking statements, and are expressly qualified in their entirety by the risks and uncertainties identified above under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 15 of this information statement and the cautionary statements contained in the Company’s Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC from time to time, which are available on the SEC’s website at www.sec.gov.

Certain of the Initial Projections and the Final Projections (including Adjusted Gross Margin and Adjusted EBITDA) constitute or may be considered non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Since the Initial Projections and the Final Projections were not prepared with a view towards public disclosure, no reconciliation of non-GAAP financial measures in the Initial Projections and the Final Projections to GAAP measures was created or used in connection with preparing the Initial Projections and the Final Projections and no such reconciliation of non-GAAP financial measures in the Initial Projections and the Final Projections to GAAP measures was relied upon by the Board or Vestra in connection with their respective evaluations of the Merger.

The Company’s fiscal year end is December 31.

In light of the foregoing factors and the uncertainties inherent in the Initial Projections and the Final Projections, stockholders are cautioned not to place undue, if any, reliance on the Initial Projections and the Final Projections. Neither the Company, Parent nor any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the Initial Projections and the Final Projections.

The Initial Projections are as follows:

The Final Projections are as follows: