Nieri Michael P. 4

4 · United Homes Group, Inc. · Filed May 4, 2026

Research Summary

AI-generated summary of this filing

Updated May 4, 2026

United Homes 10% Owner Michael Nieri Disposes Shares in Merger

What Happened

Michael P. Nieri, a reported 10% owner of United Homes Group, disposed/converted multiple holdings on May 4, 2026 in connection with the company's merger. The filing shows roughly 40,360,115 shares were disposed or converted (including Class A, Class B, derivative awards and related items). Under the Merger Agreement each share was converted into the right to receive $1.18 per share, for gross proceeds of about $47.6 million (before applicable tax withholding). Several derivative awards (PSUs, options, earn-out shares) were accelerated, converted to stock or canceled as part of the deal.

Key Details

Transaction date: May 4, 2026 (filed Period of Report: 2026-05-04). Price reported as N/A because shares were converted to a cash right under the merger.
Per-share merger consideration: $1.18 per share (Merger Agreement).
Approximate shares disposed/converted: 40,360,115 shares.
Approximate gross cash consideration: ~ $47.6 million (40,360,115 × $1.18), less any applicable tax withholdings.
Derivative/award actions: Earn-out shares accelerated and converted to Class B then into cash; PSUs canceled for a lump-sum cash payment (performance deemed 100%); certain options were canceled with no cash payment. (See filing footnotes F1–F7.)
Family holdings noted: includes 621,328 Class A shares in a joint account with spouse and 500,000 shares owned by spouse (footnotes F8–F9).
Shares owned after transaction: filing shows conversions/cancellations tied to the merger; the report does not list remaining public holdings separately.

Context

These actions are merger-driven dispositions and conversions rather than open-market selling or purchases—shares and awards were converted into the right to receive cash per the Merger Agreement. For a 10% owner like Nieri, this reflects the contractual outcome of the corporate transaction (not an ordinary insider trade). The filing does not indicate lateness; all items are reported in the May 4, 2026 Form 4.

Insider Transaction Report

Form 4Exit

Period: 2026-05-04

United Homes Group, Inc.UHG

Nieri Michael P.

DirectorExecutive Chairman10% Owner

Transactions

Disposition to Issuer
Class A Common Stock
[F1][F8]
2026-05-04−1,271,328→ 0 total
Disposition to Issuer
Class A Common Stock
[F1][F9]
2026-05-04−500,000→ 0 total(indirect: See Footnote 9.)
Other
Rights to Receive Earn Out Shares
[F2][F3]
2026-05-04−9,496,897→ 0 total
Exercise: $0.00Exp: 2028-03-30→ Class B Common Stock (9,496,897 underlying)
Award
Class B Common Stock
[F3][F5][F4]
2026-05-04+9,496,897→ 27,818,830 total
Exercise: $0.00→ Class A Common Stock (9,496,897 underlying)
Disposition to Issuer
Class B Common Stock
[F5][F4]
2026-05-04−27,818,830→ 0 total
Exercise: $0.00→ Class A Common Stock (27,818,830 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F6]
2026-05-04−654,206→ 0 total
Exercise: $11.64Exp: 2033-05-25→ Class A Common Stock (654,206 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F6]
2026-05-04−337,500→ 0 total
Exercise: $6.96Exp: 2034-02-16→ Class A Common Stock (337,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
[F6]
2026-05-04−168,854→ 0 total
Exercise: $4.42Exp: 2035-01-22→ Class A Common Stock (168,854 underlying)
Disposition to Issuer
Performance Share Units
[F7]
2026-05-04−112,500→ 0 total
Exp: 2034-02-16→ Class A Common Stock (112,500 underlying)

Footnotes (9)

[F1]Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount").
[F2]The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023.
[F3]As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class B Common Stock for no additional consideration.
[F4]Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the holder's election, and has no expiration date.
[F5]Pursuant to the Merger Agreement, each share of Class B Common Stock was canceled and converted into the right to receive the Per Share Amount.
[F6]Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.
[F7]Pursuant to the Merger Agreement, the performance stock units ("PSUs") were canceled in exchange for the right to receive a lump-sum cash payment, less applicable tax withholdings, equal to the Per Share Amount multiplied by the aggregate number of shares of Class A common stock subject to the PSUs immediately before the Effective Time (with any performance-based goals deemed to 1 be achieved and satisfied at 100%).
[F8]Includes 621,328 shares of Class A Common Stock held in a joint account with the reporting person's spouse.
[F9]Consists of 500,000 shares of Class A Common Stock owned by the reporting person's spouse.

Signature

/s/ Michael P. Nieri, By Kathryn Simons through Power of Attorney|2026-05-04

Documents

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